Use these links to rapidly review the document
TABLE OF CONTENTS



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 20-F

o    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
OR
ý    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20092012
OR
o    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period fromto
OR
o    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report
For the transition period fromto                           

Commission file number: 1-13422



AGNICO-EAGLE MINES LIMITED
(Exact name of RegistrantsRegistrant as Specified in its Charter)

Not Applicable
(Translation of Registrant's Name into English)

Ontario, Canada
(Jurisdiction of Incorporation or Organization)

145 King Street East, Suite 400
Toronto, Ontario, Canada M5C 2Y7
(Address of Principal Executive Offices)

R. Gregory Laing
145 King Street East, Suite 400
Toronto, Ontario, Canada M5C 2Y7
Telephone: 416-947-1212 Fax: 416-367-4681
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)



Securities registered or to be registered pursuant to Section 12(b) of the Act:

Common Shares, without par value
(Title of Class)
 The Toronto Stock Exchange and
the New York Stock Exchange
(Name of exchange on which registered)

Securities registered or to be registered pursuant to Section 12(g) of the Act:
None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

156,625,174172,006,593 Common Shares as of December 31, 20092012

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes    ý            No        o

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Act.

Yes    o            No        ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes    ý            No        o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes    ý            No        o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one)

Large Accelerated Filerý        Accelerated Filero        Non-Accelerated Filer o

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAPý        International Financial Reporting Standards as issued        Other o
        by the International Accounting Standards Board o

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17    o            Item 18    o

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes    o            No    ý





TABLE OF CONTENTS



Page

PRELIMINARY NOTE

  1
Page

 
PRELIMINARY NOTE

1

NOTE TO INVESTORS CONCERNING ESTIMATES OF MINERAL RESOURCES

 22

 
  

Cautionary Note to Investors Concerning Estimates of Measured and Indicated Mineral Resources

 22

 
  

Cautionary Note to Investors Concerning Estimates of Inferred Mineral Resources

 32 


NOTE TO INVESTORS CONCERNING CERTAIN MEASURES OF PERFORMANCE

 33

 

PART I

 

4
 

4

 
 

ITEM 1

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 44*

*
 

ITEM 2

OFFER STATISTICS AND EXPECTED TIMETABLE 44*

*
 

ITEM 3

KEY INFORMATION 54

 
  

Selected Financial Data

 54

 
  

Currency Exchange Rates

 65

 
  

Risk Factors

 75

 
 

ITEM 4

INFORMATION ON THE COMPANY 1715

 
  

History and Development of the Company

 1715

 
  

Business Overview

 2119

 
  

Mining Legislation and Regulation

 2220

 
  

Organizational Structure

 2523

 
  

Property, Plant and Equipment

27

  25Glossary of Selected Mining Terms85

 
 

ITEM 4A

UNRESOLVED STAFF COMMENTS 9173

 
 

ITEM 5

OPERATING AND FINANCIAL REVIEW AND PROSPECTS 9273

 
 

ITEM 6

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 12699

 
 

ITEM 7

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 151122

 
  

Major Shareholders

 151122

 
  

Related Party Transactions

 152123

 
 

ITEM 8

FINANCIAL INFORMATION 152123

 
  

Dividend Policy

 152123

 
 

ITEM 9

THE OFFER AND LISTING 153123

 
  

Market and Listing Details

 153123

 
 

ITEM 10

ADDITIONAL INFORMATION 156125

 
  

Memorandum and Articles of Incorporation

Amalgamation
 156125

 
  

Disclosure of Share Ownership

 158126

 
  

Material Contracts

 159127

 
  

Exchange Controls

163

i

Table of Contents


  131Restrictions on Share Ownership by Non-Canadians163

 
  Canadian Federal Income Tax Considerations

Restrictions on Share Ownership by Non-Canadians

 163131

 
  United States Federal Income Tax Considerations

Corporate Governance

 164131

 
  Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Canadian Federal Income Tax Considerations

 167132

 
  Available Documents

United States Federal Income Tax Considerations

 132

i




Page

Audit Fees

135167 

Documents on Display

136
 
 

ITEM 11

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 168136

 
 

ITEM 12

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 138169 

PART II


139

 
 

ITEM 13

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 170139

 
 

ITEM 14

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 170139

 
 

ITEM 15

CONTROLS AND PROCEDURES 170139

 
 

ITEM 15T

CONTROLS AND PROCEDURES 171140

 
 

ITEM 16A

AUDIT COMMITTEE FINANCIAL EXPERT 171140

 
 

ITEM 16B

CODE OF ETHICS 171140

 
 

ITEM 16C

PRINCIPAL ACCOUNTANT FEES AND SERVICES 171140

 
 

ITEM 16D

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 172140

 
 

ITEM 16E

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 172140

 
 

ITEM 16F

CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT 172140

 
 

ITEM 16G

CORPORATE GOVERNANCE 140172 

PART III


141

 
 

ITEM 17

FINANCIAL STATEMENTS16H  MINE SAFETY DISCLOSURE 172141**

ITEM 18


 
FINANCIAL STATEMENTSPART II 173141

 
 

ITEM 19

EXHIBITS17    FINANCIAL STATEMENTS 173178**

 
 ITEM 18    FINANCIAL STATEMENTS

EXHIBIT INDEX

 173178

 
 ITEM 19    EXHIBITS

SIGNATURES

 229
180
SIGNATURES230

 

*
Omitted pursuant to General Instruction E(b) of Form 20-F.

**
Pursuant to General Instruction E(c) of Form 20-F, theThe registrant has elected to provideprovides the financial statements and related information specified in Item 18.

ii

Table of Contents



PRELIMINARY NOTE

Currencies:    Agnico-Eagle Mines Limited ("Agnico-Eagle" or the "Company") presents its consolidated financial statements in United States dollars. All dollar amounts in this Annual Report on Form 20-F ("Form 20-F") are stated in United States dollars ("U.S. dollars", "$" or "US$"), except where otherwise indicated. Certain information in this Form 20-F is presented in Canadian dollars ("C$") or European Union euros ("Euro" or "€"). See "Item 3 Key Information  Currency Exchange Rates" for a history of exchange rates of Canadian dollars into U.S. dollars.

Generally Accepted Accounting Principles:    Agnico-Eagle reports its financial results using United States generally accepted accounting principles ("US GAAP") due to its substantial U.S. shareholder base and to maintain comparability with other gold mining companies. Unless otherwise specified, all references to financial results herein are to those calculated under US GAAP.

Forward-Looking Information:    Certain statements in this Form 20-F, referred to herein as "forward-looking statements", constitute "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" under the provisions of Canadian provincial securities laws. These statements relate to, among other things, the Company's plans, objectives, expectations, estimates, beliefs, strategies and intentions and can generally be identified by the use of words such as "anticipate", "believe", "budget", "could", "estimate", "expect", "forecast", "intend", "likely", "may", "plan", "project", "schedule", "should", "target", "will", "would" or other variations of these terms or comparable terminology.similar words. Forward-looking statements in this report include, but are not limited to, the following:

Forward-looking statements are necessarily based upon a number of factors and assumptions that, while considered reasonable by Agnico-Eagle as of the date of such statements, are inherently subject to significant


business, economic and competitive uncertainties and contingencies. The factors and assumptions of Agnico-Eagle upon which the forward-looking statements in this Form 20-F are based, and which may prove to be incorrect, include, but are not limited to, the assumptions set out elsewhere in this Form 20-F as well as: that there are no significant disruptions affecting Agnico-Eagle's operations, whether due to labour disruptions, supply disruptions, damage to equipment, natural or man-made occurrences, mining or milling issues, political changes, title issues or otherwise; that permitting, development and

2012 ANNUAL REPORT            1

Table of Contents



expansion at each of Agnico-Eagle's mines and mine development projects proceedsproceed on a basis consistent with current expectations, and that Agnico-Eagle does not change its exploration or development plans relating to such projects; that the exchange raterates between the Canadian dollar, Euro, Mexican peso and the U.S. dollar will be approximately consistent with current levels or as set out in this Form 20-F; that prices for gold, silver, zinc, copper and lead will be consistent with Agnico-Eagle's expectations; that prices for key mining and construction supplies, including labour costs, remain consistent with Agnico-Eagle's current expectations; that production meets expectations; that Agnico-Eagle's current estimates of mineral reserves, mineral resources, mineral grades and mineral recovery are accurate; that there are no material delays in the timing for completion of development projects; and that there are no material variations in the current tax and regulatory environment that affect Agnico-Eagle.

The forward-looking statements in this Form 20-F reflect the Company's views as at the date of this Form 20-F and involve known and unknown risks, uncertainties and other factors which could cause the actual results, performance or achievements of the Company or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the Risk Factors set forthout in "Item 3 Key Information  Risk Factors". Given these uncertainties, readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. Except as otherwise required by law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements to reflect any change in the Company's expectations or any change in events, conditions or circumstances on which any such statement is based. This Form 20-F contains information regarding anticipated total cash costs per ounce, all-in sustaining costs and minesite costs per tonne at certain of the Company's mines and mine development projects. The Company believes that these generally accepted industry measures are realistic indicators of operating performance and are useful in allowing year over year comparisons. Investors are cautioned that this information may not be suitable for other purposes.

Meaning of "including" and "such as":    When used in this Form 20-F, the terms "including" and "such as" mean including and such as, without limitation.


NOTE TO INVESTORS CONCERNING ESTIMATES OF MINERAL RESOURCES

The mineral reserve and mineral resource estimates contained in this Form 20-F have been prepared in accordance with the Canadian securities regulatory authorities' (the "CSA") National Instrument 43-101Standards of Disclosure for Mineral Projects ("NI 43-101"). These standards are similar to those used by the United States Securities and Exchange Commission's ("SEC"(the "SEC") Industry Guide No. 7, as interpreted by Staff at the SEC ("Guide 7"). However, the definitions in NI 43-101 differ in certain respects from those under Guide 7. Accordingly, mineral reserve information contained or incorporated by reference herein may not be comparable to similar information disclosed by U.S. companies. Under the requirements of the SEC, mineralization may not be classified as a "reserve" unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. The SEC does not recognize measures of "mineral resource".

        The metal grades reported in the mineral reserve and mineral resource estimates represent in-place grades and do not reflect losses in the recovery process, that is, the metallurgical losses associated with processing the extracted ore. The mineral reserve figures presented herein are estimates, and no assurance can be given that the anticipated tonnages and grades will be achieved or that the indicated level of recovery will be realized. The Company does not include equivalent gold ounces for byproduct metals contained in mineral reserves in its calculation of contained ounces.


Cautionary Note to Investors Concerning Estimates of Measured and Indicated Mineral Resources

This document uses the terms "measured mineral resources" and "indicated mineral resources". Investors are advised that while those terms are recognized and required by Canadian regulations, the SEC does not



recognize them.Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into mineral reserves.


Cautionary Note to Investors Concerning Estimates of Inferred Mineral Resources

This document uses the term "inferred mineral resources". Investors are advised that while this term is recognized and required by Canadian regulations, the SEC does not recognize it. "Inferred mineral resources" have a great amount of uncertainty as to their existence and as to their economic and legal feasibility. It cannot be assumed that any part or all of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases.Investors are cautioned not to assume that any part or all of an inferred mineral resource exists, or is economically or legally mineable.

2            AGNICO-EAGLE MINES LIMITED

Table of Contents



NOTE TO INVESTORS CONCERNING CERTAIN MEASURES OF PERFORMANCE

This Form 20-F presents certain measures, including "total cash costs per ounce" and "minesite costs per tonne", that are not recognized measures under US GAAP. This data may not be comparable to data presented by other gold producers. For a reconciliation of these measures to the figures presented in the consolidated financial statements prepared in accordance with US GAAP, see "Item 5 Operating and Financial Review and Prospects  Results of Operations  Production Costs". The Company believes that these generally accepted industry measures are realistic indicators of operating performance and are useful in allowing year over year comparisons. However, both of these non-US GAAP measures should be considered together with other data prepared in accordance with US GAAP, and these measures, taken by themselves, are not necessarily indicative of operating costs or cash flow measures prepared in accordance with US GAAP. This Form 20-F also contains information as to estimated future total cash costs per ounce, all-in sustaining costs and minesite costs per tonne. The estimates of total cash costs per ounce, all-in sustaining costs and minesite costs per tonne for projects under development. These estimates are based upon the total cash costs per ounce, all-in sustaining costs and minesite costs per tonne that the Company expects to incur to mine gold at thoseits projects and, consistent with the reconciliation provided, do not include production costs attributable to accretion expense and other asset retirement costs, which will vary over time as each project is developed and mined. It is therefore not practicable to reconcile these forward-looking non-US GAAP financial measures to the most comparable US GAAP measure.


2012 ANNUAL REPORT            3

Table of Contents



PART I

ITEM 1   IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Pursuant to the instructions to Item 1 of Form 20-F, this information has not been provided.

ITEM 2   OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

4            AGNICO-EAGLE MINES LIMITED

Table of Contents



ITEM 3   KEY INFORMATION

Selected Financial Data

The following selected financial data for each of the years in the five-year period ended December 31, 20092012 are derived from the consolidated financial statements of Agnico-Eagle audited by Ernst & Young LLP. The selected financial data should be read in conjunction with the Company's operating and financial review and prospects set out in Item 5 of this Form 20-F, the consolidated financial statements and the notes thereto set out in Item 18 of this Form 20-F and other financial information included elsewhere in this Form 20-F.

  Year Ended December 31,
  
  2012 2011 2010 2009 2008  
  
  (in thousands of U.S. dollars, US GAAP basis,
other than share and per share information)
  
Income Statement Data            

Revenues from mining operations 1,917,714 1,821,799 1,422,521 613,762 368,938  

Production costs 897,712 876,078 677,472 306,318 186,862  

Exploration and corporate development 109,500 75,721 54,958 36,279 34,704  

Amortization 271,861 261,781 192,486 72,461 36,133  

General and administrative 119,085 107,926 94,327 63,687 47,187  

Write-down of available-for-sale securities 12,732 8,569   74,812  

Loss (Gain) on derivative financial instruments 820 (3,683)(7,612)   

Provincial capital tax 4,001 9,223 (6,075)5,014 5,332  

Interest 57,887 55,039 49,493 8,448 2,952  

Interest and sundry income (1,667)5,188 (10,254)(16,172)(11,721) 

Loss on Goldex mine  302,893     

Impairment loss on Meadowbank mine  907,681     

Gain on acquisition of Comaplex, net of transaction costs   (57,526)   

Gain on sale of available-for-sale-securities (9,733)(4,907)(19,487)(10,142)(25,626) 

Foreign exchange (gain) loss 16,320 (1,082)19,536 39,831 (77,688) 

Income before income and mining taxes 435,141 (778,628)435,203 108,038 95,991  

Income and mining taxes (recoveries) 124,225 (209,673)103,087 21,500 22,824  

Net income 310,916 (568,955)332,116 86,538 73,167  

Attributed to non-controlling interest  (60)    

Attributed to common shareholders 310,916 (568,895)    

Net income per share – basic 1.82 (3.36)2.05 0.55 0.51  

Net income per share – diluted 1.81 (3.36)2.00 0.55 0.50  

Weighted average number of shares outstanding – basic 171,250,179 170,275,475 162,342,686 155,942,151 144,740,658  

Weighted average number of shares outstanding – diluted 171,485,615 170,275,475 165,842,259 158,620,888 145,888,728  

Dividends declared per common share 1.02  0.64 0.18 0.18  

2012 ANNUAL REPORT            5

Table of Contents


 
 Year Ended December 31, 
 
 2009 2008 2007 2006 2005 
 
 (in thousands of U.S. dollars, US GAAP basis,
other than share and per share information)

 

Income Statement Data

                

Revenues from mining operations

  613,762  368,938  432,205  464,632  241,338 

Interest and sundry income

  16,172  11,721  29,230  45,915  4,996 
            

  629,934  380,659  461,435  510,547  246,334 
            

Production costs

  306,318  186,862  166,104  143,753  127,365 

Loss on derivative financial instruments

      5,829  15,148  15,396 

Exploration and corporate development

  36,279  34,704  25,507  30,414  16,581 

Equity loss in junior exploration company

        663  2,899 

Amortization

  72,461  36,133  27,757  25,255  26,062 

General and administrative

  63,687  47,187  38,167  25,884  11,727 

Provincial capital tax

  5,014  5,332  3,202  3,758  1,352 

Interest

  8,448  2,952  3,294  2,902  7,813 

Foreign exchange gain (loss)

  (39,831) 77,688  (32,297) (2,127) (1,860)
            

Income before income and mining taxes

  108,038  95,991  159,278  260,643  35,279 

Income and mining taxes (recoveries)

  21,500  22,824  19,933  99,306  (1,715)
            

Net income

  86,538  73,167  139,345  161,337  36,994 
            

Net income per share — basic

  0.55  0.51  1.05  1.40  0.42 
            

Net income per share — diluted

  0.55  0.50  1.04  1.35  0.42 
            

Weighted average number of shares outstanding — basic

  155,942,151  144,740,658  132,768,049  115,461,046  89,029,754 

Weighted average number of shares outstanding — diluted

  158,620,888  145,888,728  133,957,869  119,110,295  89,512,799 

Dividends declared per common share

  0.18  0.18  0.18  0.12  0.03 

Balance Sheet Data (at end of period)           

Mining properties (net) 4,067,456 3,895,355 4,564,563 3,581,798 2,997,500 

 Year Ended December 31, 
Total assets 5,225,842 5,034,262 5,500,351 4,247,357 3,378,824 

 2009 2008 2007 2006 2005 
Long-term debt 830,000 920,095 650,000 715,000 200,000 

 (in thousands of U.S. dollars, US GAAP basis,
other than share and per share information)

 

Balance Sheet Data (at end of period)

 

Mining properties (net)

 3,581,798 2,997,500 2,123,397 859,859 661,196 

Total assets

 4,247,357 3,378,824 2,735,498 1,521,488 976,069 

Long-term debt

 715,000 200,000   131,056 

Reclamation provision and other liabilities

 96,255 71,770 57,941 27,457 16,220  127,735 145,988 145,536 96,255 71,770 


Net assets

 2,751,761 2,517,756 2,058,934 1,252,405 655,067  3,410,212 3,215,163 3,665,450 2,751,761 2,517,756 


Common shares

 2,378,759 2,299,747 1,931,667 1,230,654 764,659  3,241,922 3,181,381 3,078,217 2,378,759 2,299,747 


Shareholders' equity

 2,751,761 2,517,756 2,058,934 1,252,405 655,067  3,410,212 3,215,163 3,665,450 2,751,761 2,517,756 


Total common shares outstanding

 156,625,174 154,808,918 142,403,379 121,025,635 97,836,954  172,296,610 170,859,604 168,720,355 156,625,174 154,808,918 



Currency Exchange Rates

All dollar amounts in this Form 20-F are in U.S. dollars, except where otherwise indicated. The following tables set out, in Canadian dollars, the exchange rates for the U.S. dollar, based on the noon buying rate as reported by the Bank of Canada (the "Noon Buying Rate"). On March 22, 2010,11, 2013, the Noon Buying Rate was US$1.00 equals C$0.98.1.0268.

  Year Ended December 31,
  
  2012 2011 2010 2009 2008 
  
High 1.0418 1.0604 1.0778 1.3000 1.2969 

Low 0.9710 0.9449 0.9946 1.0292 0.9719 

End of Period 0.9949 1.0170 0.9946 1.0466 1.2246 

Average 0.9996 0.9891 1.0299 1.1420 1.0660 

  2013 2012
  
 
  March
(to March 11

)
February January December November October September 
  
High 1.0314 1.0285 1.0078 0.9952 1.0028 1.0004 0.9902 

Low 1.0268 0.9960 0.9839 0.9841 0.9927 0.9763 0.9710 

End of Period 1.0268 1.0285 0.9992 0.9949 0.9932 0.9996 0.9837 

Average 1.0290 1.0098 0.9921 0.9896 0.9970 0.9872 0.9783 

 
 Year Ended December 31, 
 
 2009 2008 2007 2006 2005 

High

  1.3000  1.2969  1.1853  1.1726  1.2704 

Low

  1.0292  0.9719  0.9170  1.0990  1.1507 

End of Period

  1.0466  1.2246  0.9881  1.1653  1.1659 

Average

  1.1420  1.0660  1.0748  1.1341  1.2116 


 
  
 2010 2009 
 
 March
(to March 22)
 
 
 February January December November October September 

High

  1.0421  1.0734  1.0657  1.0713  1.0774  1.0845  1.1065 

Low

  1.0113  1.0420  1.0251  1.0405  1.0460  1.0292  1.0613 

End of Period

  1.0193  1.0526  1.0650  1.0466  1.0574  1.0774  1.0722 

Average

  1.0239  1.0561  1.0429  1.0544  1.0596  1.0549  1.0818 

On December 31, 20092012 and March 22, 2010,11, 2013, US$1.00 equaled €0.69equalled €0.7579 and €0.74,€0.7696, respectively, as reported by the European Central Bank.

6            AGNICO-EAGLE MINES LIMITED

Table of Contents



Risk Factors

The Company's financial performance and results may fluctuate widely due to volatile and unpredictable commodity prices.

The Company's earnings are directly related to commodity prices, as revenues are derived from the sale of precious metals (gold and silver), zinc, copper and copper.lead. Gold prices, which have the greatest impact on the Company's financial performance, fluctuate widely and are affected by numerous factors beyond the Company's control, including central bank purchases and sales, producer hedging and de-hedging activities, expectations of inflation, investment demand, the relative exchange rate of the U.S. dollar with other major currencies, interest rates, global and regional demand, political and economic conditions, production costs in major gold-producing regions, speculative positions taken by investors or traders in gold and changes in supply, including worldwide production levels. The aggregate effect of these factors is impossible to predict with accuracy. In addition, the price of gold has on occasion been subject to very rapid short-term changes because of speculative activities. Fluctuations in gold prices may materially adversely affect the Company's financial performance or results of operations. If the market price of gold falls below the Company's total cash costs per ounce of production at one or more of its projects at that time and remains so for any sustained period, the Company may experience losses and/or may curtail or suspend some or all of its exploration, development and mining activities at such projects or at other projects. Also,In addition, such fluctuations may require changes to the mine plan. The Company's



decisions to proceed with the operations at its currentcurrently operating mines were based on a market price of gold between $400 and $450$690 per ounce. If the market price of gold falls below this level,these levels, the mines may be rendered uneconomic and production may be suspended. The Company's evaluation of the acquisition of the Meliadine project was based on an assumption of a market price of gold of $950 per ounce, the evaluation of the acquisition of the La India mine project was based on an assumption of a market price of gold of $1,150 per ounce and the decision to proceed with the development and mining of the M and E Zones at Goldex was based on a market price of gold of $1,342 per ounce. If the market price of gold falls below these respective levels, future activity at the Meliadine project, the La India mine project or the Goldex mine project may be rendered uneconomic and activities may be suspended. The Company's current mine plans are all based on a gold price of $1,342 per ounce and reserve and resource estimates are based on a gold price of $1,490 per ounce or $1,345 per ounce (see "Item 4 – Information on the Company – Property, Plant and Equipment – Mineral Reserves and Mineral Resources – Information on Mineral Reserves and Mineral Resources of the Company"); if the price of gold falls below these levels the mine plans may have to be changed, which may result in reduced production, higher costs than anticipated or both and estimates of reserves and resources may have to be reduced. Further, the prices received forfrom the sale of the Company's byproduct metals produced at its LaRonde Minemine (zinc, silver, copper and copper)lead) and its Pinos Altos Minemine (silver) affect the Company's ability to meet its targets for total cash costs per ounce or all-in sustaining costs of gold produced. ByproductThese byproduct metal prices fluctuate widely and are also affected by numerous factors beyond the Company's control. The Company's policy and practice is not to sell forward its future gold production; however, under the Company's price risk management policy, approved by the Company's board of directors (the "Board" or the "Board of Directors"), the Company may review this practice on a project by project basis. See "Item 11 Quantitative and Qualitative Disclosures about Market Risk  Derivatives" for more details on the Company's use of derivative instruments. The Company occasionally uses derivative instruments to mitigate the effects of fluctuating byproduct metal prices; however, these measures may not be successful.

The volatility of gold prices is illustrated in the following table which sets out, for the periods indicated, the high, low and average afternoon fixing prices for gold on the London Bullion Market (the "London P.M. Fix").

  
  2013
(to March 11)
 2012 2011 2010 2009 2008 
  
High price ($ per ounce) 1,694 1,792 1,895 1,421 1,212 1,011 

Low price ($ per ounce) 1,574 1,540 1,319 1,058 810 712 

Average price ($ per ounce) 1,640 1,669 1,572 1,125 972 872 

 
 2010
(to March 22)
 2009 2008 2007 2006 2005 

High price ($ per ounce)

  1,153  1,212  1,011  841  725  538 

Low price ($ per ounce)

  1,058  810  712  608  525  411 

Average price ($ per ounce)

  1,110  972  872  695  604  444 

On March 22, 2010,11, 2013, the London P.M. Fix was $1,097.25$1,579 per ounce of gold.

The assumptions that underlie the estimate of future operating results and the strategies used to mitigate the effects of risks of metal prices are set out herein and in "Item 5 Operating and Financial Review and Prospects  Outlook  Gold Production Growth" of this Form 20-F.

2012 ANNUAL REPORT            7

Table of Contents


Based on 20102013 production estimates, the approximate sensitivities of the Company's after-tax income to a 10% change in certain metal prices from 20092012 market average prices are as follows:


Income
per share

Gold$0.69

Silver$0.01

Zinc$0.02

Copper$0.06

 
 Income per share 

Gold

 $0.54 

Silver

 $0.04 

Zinc

 $0.03 

Copper

 $0.01 

Sensitivities of the Company's after-tax income to changes in metal prices will increase with increased production.

The Company is largely dependent upon its mining and milling operations at the LaRonde Mineits Meadowbank mine in Nunavut and the Goldex MinePinos Altos mine in Mexico, and any adverse condition affecting those operations may have a material adverse effect on the Company.

The Company's operations at the LaRonde Mine and the Goldex MineMeadowbank mine in the AbitibiNunavut accounted for approximately 71%35% of the Company's gold production in 20092012 and contributedare expected to account for approximately 90%36% of the Company's gold production in 2013. The Pinos Altos mine in northern Mexico accounted for approximately 23% of the Company's gold production in 2012 and is expected to account for approximately 19% of the Company's gold production in 2013. Also, in 2012 the Meadowbank mine and the Pinos Altos mine accounted for approximately 26% and 29%, respectively, of the Company's operating margin, and will continue to account for a significant portion of itsmargin. In 2011, gold production at the Meadowbank mine was approximately 90,000 ounces below the Company's expectation as a result of issues that included a fire that destroyed the minesite's kitchen facilities and above anticipated dilution. In addition, for the year ended December 31, 2011, the Company performed a full review of the Meadowbank mine's operation and updated the related life of mine plan. The review considered the exploration potential of the area, the current mineral reserves and resources, the projected operating margin untilcosts in light of persistently high operating costs experienced since the Kittila Mine, Lapa Mine, Pinos Altos Minecommencement of commercial operations, metallurgical performance and Meadowbank Mine achieve their anticipated production levels.gold price. The updated life of mine plan contemplated a shorter mine life and reduced reserves and resources and required the Company to incur a pre-tax asset impairment charge of $907.7 million. Any adverse condition affecting mining or milling conditions at the LaRonde MineMeadowbank or the Goldex MinePinos Altos mines could be expected to have a material adverse effect on the Company's financial performance and results of operations.operations (see "– The Company's recently opened mines, mine construction projects and expansion projects are subject to risks associated with new mine development, which may result in delays in the start-up of mining operations, delays in existing operations and unanticipated costs" and "– If the Company experiences mining accidents or other adverse conditions, the Company's mining operations may yield less gold than indicated by its estimated gold production" below). Gold production at the Meadowbank mine is also subject to risks relating to operating in a remote location (see "– The Company may experience difficulties operating its Meadowbank mine and developing the Meliadine project as a result of their remote location" below). The Company also anticipates using revenue generated by its operations at thesethe Meadowbank and Pinos Altos mines to finance a substantial portion of theits capital expenditures required at its mine development projects. In addition, one of the Company's major development programs is the extension of the LaRonde Mine below Level 245, referred to as the LaRonde Mine extension. This program involves the construction of infrastructure at depth and extraction of ore from new zones, and may present new challenges for the Company. Gold productionin 2013, including projects at the LaRonde Mine above Level 245 has started to decline. The Kittila Mine,and Pinos Altos mines, the Lapa Mine



Goldex and La India mine projects and the Pinos Altos Mine commenced commercial production in 2009 and the Meadowbank Mine is expected to achieve commercial production in the first quarter of 2010; however, they are not expected to reach their full production rates until later in 2010. In addition, production from the Kittila, Lapa, Pinos Altos and Meadowbank Mines in 2010 may be lower than anticipated if there are delays in achieving full production rate, and it is possible that the anticipated full production rate cannot be achieved. Meliadine project.

Unless the Company can successfully bring operations at the Kittila, Lapa, Pinos Altos and Meadowbank Mines to their full production rates, bring into production the LaRonde Mine extensionacquires or otherwise acquiredevelops other significant gold-producing assets, the Company will continue to be dependent on its operations at the LaRondeMeadowbank and Goldex MinesPinos Altos mines for the majoritya substantial portion of its gold production.production and cash flow provided by operating activities. Further, there can be no assurance that the Company's current exploration and development programs at the LaRondeMeadowbank or Goldex MinesPinos Altos will result in any new economically viable mining operations or yield new mineral reserves to replace and expand current mineral reserves at what are currentlyreserves.

The Company may experience difficulties operating its Meadowbank mine and developing the Meliadine project as a result of their remote location.

The Company's Meadowbank mine is located in the Kivalliq District of Nunavut in northern Canada, approximately 70 kilometres north of Baker Lake. The closest major city is Winnipeg, Manitoba, approximately 1,500 kilometres to the south. The Company constructed a 110-kilometre all-weather road from Baker Lake, which provides summer shipping access via Hudson Bay to the Meadowbank mine. However, the Company's operations are constrained by the remoteness of the mine, particularly as the port of Baker Lake is only mines operatingaccessible approximately 2.5 months per year. Most of the materials that the Company requires for the operation of the Meadowbank mine must be transported through the port of

8            AGNICO-EAGLE MINES LIMITED

Table of Contents



Baker Lake during this shipping season, which may be further truncated due to weather conditions. If the Company is unable to acquire and transport necessary supplies during this time, this may result in a slowdown or stoppage of operations at the Meadowbank mine. Furthermore, if major equipment fails, items necessary to replace or above projected levels.repair such equipment may have to be shipped through Baker Lake during this window. Failure to have available the necessary materials required for operations or to repair or replace malfunctioning equipment at the Meadowbank mine may require the slowdown or stoppage of operations. For example, the March 2011 fire at the kitchen facilities of the Meadowbank mine required operations to be reduced at the mine, which resulted in lower gold production at the mine.

The Company's Meliadine project, 290 kilometres southeast of the Meadowbank mine, is also located in the Kivalliq District of Nunavut, approximately 25 kilometres northwest of the hamlet of Rankin Inlet on the west coast of Hudson Bay. Access to the property is by helicopter from Rankin Inlet year-round and by tracked vehicles overland on a winter road from approximately late December to mid-May. The Company's operations at the Meliadine project may be constrained by its remoteness and, if the all-weather access road from Rankin Inlet is not completed as scheduled in mid-2013, lack of access if the winter road season is shortened by permit delays or unusually warm weather. Most of the materials that the Company requires to operate the advanced exploration program, and may require if it determines to build a mine in the future, must be transported through the port of Rankin Inlet during its six-week shipping season. If the Company cannot identify and procure suitable equipment and materials within a timeframe that permits transporting them to the project within this shipping season, it could result in delays and/or cost increases in the exploration program and, if the Company determines to build a mine, any construction or development on the property.

The remoteness of the Meadowbank mine and Meliadine project also necessitates the use of fly-in/fly-out camps for the accommodation of site employees and contractors, which may have an impact on the Company's ability to attract and retain qualified mining, exploration and construction personnel. If the Company is unable to attract and retain sufficient personnel or sub-contractors on a timely basis, the Company's operations at the Meadowbank mine and future development plans at the Meliadine project may be adversely affected.

The Company's newlyrecently opened mines, mine construction projects and expansion projects are subject to risks associated with new mine development, which may result in delays in the start-up of mining operations, delays in existing operations and unanticipated costs.

The Company's production forecasts assume that production will commence at the Meadowbank Mine, LaRonde Mine extension and Creston Mascota deposit in the first quarters of 2010 and 2011 and during 2011, respectively, and that the Kittila Mine and the Pinos Altos Mine will reachare based on full production rates bybeing achieved at all of its mines, and the first quarter of 2010. The Company's ability to achieve and maintain full production rates at its newthese mines on schedule is subject to a number of risks and uncertainties. DelaysProduction from these mines in commissioning2013 may be lower than anticipated if the Pinos Altos Mine and the Kittila autoclave resulted in anticipated 2009 goldfull production being reduced by an aggregate of approximately 78,973 ounces.rate cannot be achieved.

The LaRonde Minemine extension, will bewhich commenced operation in late 2011, is one of the deepest operations in the Western Hemisphere with an expected maximum depth of 3,110 metres. The operations of the LaRonde Minemine extension will rely on new infrastructure for hauling ore and materials to the surface, including a winze (or internal shaft) and a series of ramps linking mining deposits to the Penna Shaft that services current operations at the LaRonde Mine.mine. The depth of the operations could poseposes significant challenges to the Company, such as geomechanical risks and ventilation and air conditioning requirements, which may result in difficulties and delays in achieving gold production objectives. In 2012, challenges associated with excess heat and congestion at the lower parts of the mine delayed the ramp up of production. While production in 2012 was not reduced, the Company has reduced its annual production forecast for 2013 and 2014 due to these factors.

The further development of the LaRonde Mine extensionKittila and the Kittila, Pinos Altos mines, as well as the development of the M Zone and Meadowbank Mines requireE Zone at the Goldex mine project, requires the construction and operation of significant new underground mining operations.operations and the development of the La India mine project requires the construction and operation of open pit and heap leach facilities. The construction and operation of underground mining facilities isand open pit and heap leach facilities are subject to a number of risks, including unforeseen geological formations, implementation of new mining processes, delays in obtaining required construction, environmental or operating permits and engineering and mine design adjustments. These occurrences may result in delays in the planned start up dates and in additional costs being incurred by the Company beyond those budgeted. Moreover, the construction activities at the LaRonde Mine extension will take place concurrently with normal mining operations at LaRonde, which may result in conflicts with, or possible delays to, existing mining operations.

If the Company experiences mining accidents or other adverse conditions, the Company's mining operations may yield less gold than indicated by its estimated gold production.

The Company's gold production may fall below estimated levels as a result of mining accidents such as cave-ins, rock falls, rock bursts, pit wall failures, fires or flooding or as a result of other operational problems such as a failure of a production hoist, autoclave, filter press or semi-autogenous grinding ("SAG") mill. In addition, production may be reduced if, during the course of mining or processing, unfavourable weather conditions, ground conditions or seismic activity are encountered, ore grades are lower than expected, the physical or metallurgical characteristics of the ore are less amenable

2012 ANNUAL REPORT            9

Table of Contents



than expected to mining or treatment, dilution increases, electrical power is interrupted or dilution increases. In fiveheap leach processing results in containment discharge. While the Company met production forecasts in 2012, it failed to do so in seven of the last seventen years as a result of such adverse conditions, the Company has failed to meet production forecastsprimarily due to: a rock fall, production drilling challenges and lower than planned mill recoveries in 2003; higher than expected dilution in 2004; and increased stress levels in a sill pillar requiring the temporary closure of production sublevels in 2005. In 2008, gold production was 276,762 ounces, down from the Company's initial estimate of 358,000 ounces. This reduction was primarily a result of2005; and delays in the commencementcommissioning of production at the Goldex Mine and the



Kittila Mine mainly due to delays in commissioning the Goldex production hoist and the Kittila autoclave respectively.in 2008. In 2009, gold production was 492,972 ounces, down from the Company's initial estimate of 590,000 ounces, primarily as a result of delays in the commencement of production at the Kittila Minemine due to issues with the autoclave, and at the Pinos Altos Minemine resulting from problems in commissioning the dry tailings filter presses and at the Lapa mine resulting from dilution issues. In 2010, gold production of 987,607 ounces was below the initial anticipated range of 1 million to 1.1 million ounces primarily as a result of lower throughput at the Meadowbank mine mill due to a bottleneck in the crushing circuit and because there were autoclave issues at the Lapa Mine.Kittila mine in the first half of the year. In 2011, gold production of 985,460 ounces was below the initial anticipated range of 1.13 to 1.23 million ounces primarily as a result of suspension of mining operations at the Goldex mine due to geotechnical concerns with the rock above the mining horizon, a fire in the Meadowbank mine kitchen complex which negatively impacted production and lower than expected grades at the Meadowbank and LaRonde mines. Although gold production of 1,043,811 ounces exceeded estimates in 2012, a movement of leached ore from the upper lifts of the Creston Mascota deposit at Pinos Altos phase one leach pad on September 30, 2012 suggested that the integrity of the phase one leach pad liner had been compromised and caused the suspension of active leaching in the fourth quarter. Occurrences of this nature and other accidents, adverse conditions or operational problems in future years may result in the Company's failure to achieve current or future production estimates.

The Company's total cash costs per ounce of gold production depend, in part, on external factors that are subject to fluctuation and, if such costs increase, some or all of the Company's activities may become unprofitable.

The Company's total cash costs per ounce of gold are dependent on a number of factors, including the exchange rate between the U.S. dollar and the Canadian dollar, Euro or Mexican peso, smelting and refining charges, production royalties, the price of gold and byproduct metals and the cost of inputs used in mining operations. At the LaRonde Mine, however,mine, the Company's total cash costs per ounce of production are primarily affected by the prices and production levels of byproduct zinc, silver and copper, the revenue from which is offset against the cost of gold production. Total cash costs per ounce from the Company's operations at the Pinos Altos Minemine are affected by the exchange ratesrate between the U.S. dollar and the Mexican peso and the price and production level of byproduct silver, the revenue from which is offset against the cost of gold production. Total cash costs per ounce from the Company's operations at its mines in Canada and the Kittila Minemine are affected by changes in the exchange rates between the U.S. dollar and the Euro.Canadian dollar and the Euro, respectively. Total cash costs per ounce at all of the Company's mines are also affected by the costs of inputs used in mining operations, including labour (including contractors), steel, chemical reagents and energy. All of these factors are beyond the Company's control. If the Company's total cash costs per ounce of gold rise above the market price of gold and remain so for any sustained period, the Company may experience losses and may curtail or suspend some or all of its exploration, development and mining activities.

Total cash costs per ounce is not a recognized measure under US GAAP, and this data may not be comparable to data presented by other gold producers. Management uses this generally accepted industry measure in evaluating operating performance and believes it to be a realistic indicator of such performance and useful in allowing year over year comparisons. The data also reflects the Company's ability to generate cash flow and operating income at various gold prices. This additional information should be considered together with other data prepared in accordance with US GAAP and is not necessarily indicative of operating costs or cash flow measures prepared in accordance with US GAAP. See "Item 5 Operating and Financial Review and Prospects  Results of Operations  Production Costs" for reconciliation of total cash costs per ounce and minesite costs per tonne to their closest US GAAP measure and "Note to Investors Concerning Certain Measures of Performance" for a discussion of these non-US GAAP measures.

The Company may experience operational difficulties at its minesoperations in Finland and Mexico.

The Company's operations have been expanded to include a mine in Finland and a mine and a mine development project in northern Mexico. These operations are exposedsubject to various levels of political, economic and other risks and uncertainties that are different from those encountered at the Company's Canadian properties. These risks and uncertainties vary from country to country and may include: extreme fluctuations in currency exchange rates; high rates of inflation; labour unrest; risks of war or civil unrest; expropriation and nationalization; renegotiation or nullification of existing concessions, licences, permits and contracts; illegal mining; corruption; restrictions on foreign exchange and repatriation; hostage taking; and changing political conditions and currency controls. In addition, the Company must comply with multiple and potentially conflicting regulations in Canada, the United States, Europe and Mexico, including export requirements, taxes, tariffs, import duties and other trade barriers, as well as health, safety and environmental requirements.

10            AGNICO-EAGLE MINES LIMITED

Table of Contents


Changes, if any, in mining or investment policies or shifts in political attitude in Finland or Mexico may adversely affect the Company's operations or profitability. Operations may be affected in varying degrees by government regulations with respect to matters including restrictions on production, price controls, export controls, currency controls or restrictions, currency remittance, income and other taxes, expropriation of property, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use and mine



safety. Failure to comply strictly with applicable laws, regulations and local practices relating to mineral rights applications and tenure could result in loss, reduction or expropriation of entitlements or the imposition of additional local or foreign parties as joint venture partners with carried or other interests.

In addition, the Company has limited operating experience outside of Canada. Finland and Mexico have significantly different laws and regulations than Canada and there exist cultural and language differences between these countries and Canada. Also, the Company faces challenges inherent in efficiently managing an increased number of employees over large geographical distances, including the challenges of staffing and managing operations in multipleseveral international locations and implementing appropriate systems, policies, benefits and compliance programs. These challenges may divert management's attention to the detriment of the Company's operations in Canada. There can be no assurance that difficulties associated with the Company's foreign operations can be successfully managed.

Mineral reserve and mineral resource estimates are only estimates and such estimates may not accurately reflect future mineral recovery.

The figures for mineral reserves and mineral resources published by the Company are estimates and no assurance can be given that the anticipated tonnages and grades will be achieved or that the indicated level of recovery of gold will be realized. Mineral reserve and resource estimates are based on gold recoveries in small scale laboratory tests and may not be indicative of the mineralization in the entire orebody and the Company may not be able to achieve similar results in larger scale tests under on-site conditions or during production. The ore grade actually recovered by the Company may differ from the estimated grades of the mineral reserves and mineral resources. The estimates of mineral reserves and mineral resources have been determined based on assumed metal prices, foreign exchange rates and operating costs. For example, the Company has estimated proven and probable mineral reserves on all of its LaRonde, Kittila, Pinos Altos, La India and Tarachi properties based on, among other things, a $848$1,345 per ounce gold price. Although monthlyEstimated proven and probable reserves on the Company's other properties (including the Creston Mascota deposit at Pinos Altos) are based on a $1,490 per ounce gold price. Monthly average gold prices have been above $848$1,345 per ounce since January 2009 and during the period from January 2008November 2010; however, prior to July 2008,that time, monthly average gold prices remainedwere below $583$1,345 per ounce for more than 25 years prior to 2006.ounce. Prolonged declines in the market price of gold (or other applicable byproduct metal prices) may render mineral reserves containing relatively lower grades of mineralization uneconomical to recover and could materially reduce the Company's mineral reserves. Should such reductions occur, the Company may be required to take a material write-down of its investment in mining properties, reduce the carrying value of one or more of its assets or delay or discontinue production or the development of new projects, resulting in increased net losses and reduced cash flow. Market price fluctuations of gold (or applicable byproduct metal prices), as well as increased production costs or reduced recovery rates, may render mineral reserves containing relatively lower grades of mineralization uneconomical to recover and may ultimately result in a restatement of mineral resources. Short-term factors relating to the mineral reserve, such as the need for orderly development of orebodies or the processing of new or different grades, may impair the profitability of a mine in any particular accounting period.

Mineral resource estimates for properties that have not commenced production or at deposits that have not yet been exploited are based, in most instances, on very limited and widely spaced drill hole information, which is not necessarily indicative of conditions between and around the drill holes. Accordingly, such mineral resource estimates may require revision as more drilling information becomes available or as actual production experience is gained.

The Company may experience difficulties operating its Meadowbank Mine as a result of the mine's remote location.

        The Company's Meadowbank Mine is located in the Kivalliq District of Nunavut in northern Canada, approximately 70 kilometres north of Baker Lake. Though the Company constructed a 110-kilometre all-weather road from Baker Lake, which provides summer shipping access via Hudson Bay to the Meadowbank Mine, the Company's operations will be constrained by the remoteness of the mine, particularly as the port of Baker Lake is only accessible approximately 2.5 months per year. Most of the materials that the Company requires for the operation of the Meadowbank Mine must be transported through the port of Baker Lake during this shipping season. If the Company is not able to acquire and transport necessary supplies during this time, this may result in a slowdown or stoppage of operations at the Meadowbank Mine. Furthermore, if major equipment fails, items necessary to replace or repair such equipment may have to be shipped through Baker Lake during this window. Failure to have available the necessary materials required for operations or to repair or replace malfunctioning equipment at the Meadowbank Mine may require the slowdown or stoppage of operations.


        The remoteness of the Meadowbank Mine also necessitates its operation as a fly-in/fly-out camp operation, which may have an impact on the Company's ability to attract and retain qualified mining personnel. If the Company is unable to attract and retain sufficient personnel or sub-contractors on a timely basis, the Company's future development plans and operations at the Meadowbank Mine may be adversely affected.

The Company may experience problems in executing acquisitions or managing and integrating any completed acquisitions with its existing operations.

The Company regularly evaluates opportunities to acquire sharessecurities or assets of other mining businesses. Such acquisitions may be significant in size, may change the scale of the Company's business and may expose the Company to new geographic, political, operating, financial or geological risks. The Company's success in its acquisition activities depends on its ability to identify suitable acquisition candidates, acquire them on acceptable terms and integrate their operations successfully with those of the Company. Any acquisition would be accompanied by risks, such as the difficulty of assimilating the operations and personnel of any acquired businesses; the potential disruption of the Company's ongoing business; the inability of management to maximize the financial and strategic position of the Company through the successful integration of acquired assets and businesses; the maintenance of uniform standards, controls,

2012 ANNUAL REPORT            11

Table of Contents



procedures and policies; the impairment of relationships with employees, customers and contractors as a result of any integration of new management personnel; and the potential unknown liabilities associated with acquired assets and businesses. In addition, the Company may need additional capital to finance an acquisition. Debt financing related to any acquisition may expose the Company to the risks related to increased leverage, while equity financing may cause existing shareholders to suffer dilution. The Company is permitted under the terms of its unsecured revolving bank credit facilitiesfacility and expects that it will be permitted under the $600 million ofits guaranteed senior unsecured notes referred to under the heading "Item 410 Additional Information on the Company — History and Development of the Company"– Material Contracts" to incur additional unsecured indebtedness, provided that it maintains certain financial ratios and meets financial condition covenants and, in the case of the bank credit facilities,facility, that it complies with certain covenants. These covenants includinginclude that no event of default under the bank credit facilitiesfacility has occurred and is continuing, or would occur as a result of the incurrence or assumption of such indebtedness, the terms of such indebtedness are no more onerous to the Company than those under the bank credit facilitiesfacility and such indebtedness does not require principal payments until at least 12 months following the then existing maturity date of the bank credit facilities.facility. There can be no assurance that the Company would be successful in overcoming these or any other problems encountered in connection with such acquisitions.

Fluctuations in foreign currency exchange rates in relation to the U.S. dollar may adversely affect the Company's results of operations.

The Company's operating results and cash flow are significantly affected by changes in the U.S. dollar/Canadian dollar exchange rate. All of the Company's revenues are earned in U.S. dollars but the majority of its operating costs at the LaRonde, Mine,Lapa and Meadowbank mines, as well as the Goldex Mine, the Lapa Minemine project and the Meadowbank Mine, as well the construction costs at the Meadowbank Mine,Meliadine project, are incurred in Canadian dollars. The U.S. dollar/Canadian dollar exchange rate has fluctuated significantly over the last several years. From January 1, 20052008 to January 1, 2010,2013, the Noon Buying Rate fluctuated from a high of C$1.3000 per $1.00 to a low of C$0.91700.9449 per $1.00. Historical fluctuations in the U.S. dollar/Canadian dollar exchange rate are not necessarily indicative of future exchange rate fluctuations. Based on the Company's anticipated 20102013 after-tax operating results, a 10% change in the U.S. dollar/Canadian dollar exchange rate from the 20092012 market average exchange rate would affect net income by approximately $0.23$0.37 per share. To attempt to mitigate its foreign exchange risk and minimize the impact of exchange rate movements on operating results and cash flow, the Company has periodically used foreign currency options and forward foreign exchange contracts to purchase Canadian dollars; however, there can be no assurance that these strategies will be effective. See "Item 5 Operating and Financial Review and Prospects  Outlook  Gold Production Growth" for a description of the assumptions underlying the sensitivity and the strategies used to mitigate the effects of risks. In addition, the majority of the Company's operating costs at the Kittila Minemine are incurred in Euros and a significant portion of operating costs at the Pinos Altos Minemine and exploration and development costs at the La India mine project are incurred in Mexican pesos. Each of these currencies has fluctuated significantly against the U.S. dollar over the past several years. There can be no assurance that the Company's foreign



exchange derivatives strategies will be successful or that foreign exchange fluctuations will not materially adversely affect the Company's financial performance and results of operations.

If the Company fails to comply with restrictive covenants in its debt instruments, the Company's loan availabilityability to borrow under its unsecured revolving bank credit facilitiesfacility could be limited and the Company may then default under other debt agreements, which could harm the Company's business.

The Company's unsecured revolving $600 million bank credit facility and unsecured revolving $300 million bank credit facility each limit and the Company anticipates the notes referred to under the heading "Item 4 Information on the Company — History and Development of the Company" will limit,limits, among other things, the Company's ability to permit the creation of certain liens, make investments other than investments in businesses related to mining or a business ancillary or carry on business unrelatedcomplementary to mining, dispose of the Company's material assets or, in certain circumstances, pay dividends. In addition, the bank credit facilitiesCompany's guaranteed senior unsecured notes limit, among other things, the Company's ability to incur additional indebtedness. Further, eachpermit the creation of certain liens, carry on business unrelated to mining or dispose of the Company's material assets. The bank credit facilities requiresfacility and the guaranteed senior unsecured notes also require the Company to maintain specified financial ratios and meet financial condition covenants. Events beyond the Company's control, including changes in general economic and business conditions, may affect the Company's ability to satisfy these covenants, which could result in a default under one or both of the bank credit facilitiesfacility or the guaranteed senior unsecured notes if issued.and, by extension, the Company's C$150 million uncommitted letter of credit facility. At March 22, 201011, 2013, there was approximately $657.5$1.1 million drawn under the bank credit facilities, including $22.5 million infacility (reflecting outstanding letters of credit) and approximately C$135 million drawn under the letter of credit and the Company anticipates that it will continue to draw on the bank credit facilities to fund part of the capital expenditures required in connection with its current development projects.facility. If an event of default under one of the unsecured revolving bank credit facilitiesfacility or the notes occurs, the Company would be unable to draw down further on thatthe bank credit facility and the lenders could elect to declare all principal amounts outstanding thereunder at such time, together with accrued interest, to be immediately due and it could cause an event of default under the otherCompany's guaranteed senior unsecured notes and the uncommitted letter of credit facility or the notes.facility. An event of default under either of the unsecured revolving bank credit facilitiesfacility, the guaranteed senior unsecured notes or the notesuncommitted letter of

12            AGNICO-EAGLE MINES LIMITED

Table of Contents



credit facility may also give rise to an event of default under other existing and future debt agreements and, in such event, the Company may not have sufficient funds to repay amounts owing under such agreements.

The Company may have difficulty financing its additional capital requirements for its planned mine construction, exploration and development.

        The construction of mining facilities and commencement of mining operations at the LaRonde Mine extension and the Creston Mascota deposit at the Pinos Altos Mine, the construction of mining facilities at the Meadowbank Mine, the expansion of capacity at the Goldex Mine and the exploration and development of the Company's properties, including continuing exploration and development projects in Quebec, Nunavut, Finland, Mexico and Nevada, will require substantial capital expenditures. The Company estimates that capital expenditures will be approximately $463 million in 2010 and $178 million in 2011. As at March 22, 2010, the Company had approximately $242.5 million available to be borrowed under its credit facilities, prior to the contemplated issuance of the $600 million guaranteed senior unsecured notes. Based on current funding available to the Company (excluding the notes) and expected cash from operations, the Company believes it has sufficient funds available to fund its projected capital expenditures for all of its current properties. However, if cash from operations is lower than expected or capital costs at these projects exceed current estimates, or if the Company incurs major unanticipated expenses related to exploration, development or maintenance of its properties, the Company may be required to seek additional financing to maintain its capital expenditures at planned levels. In addition, the Company will have additional capital requirements to the extent that it decides to expand its present operations and exploration activities; construct additional new mining and processing operations at any of its properties; or take advantage of opportunities for acquisitions, joint ventures or other business opportunities that may arise. Additional financing may not be available when needed or, if available, the terms of such financing may not be favourable to the Company and, if raised by offering equity securities, or securities convertible into equity securities, any additional financing may involve substantial dilution to existing shareholders. Failure to obtain any financing necessary for the Company's capital expenditure plans may result in a delay or indefinite postponement of exploration, development or production on any or all of the Company's properties, which may have a material adverse effect on the Company's business, financial condition and results of operations.


The continuing weakness in the global credit and capital markets could have a material adverse impact on the Company's liquidity and capital resources.

        The credit and capital markets experienced significant deterioration in 2008, including the failure of significant and established financial institutions in the United States and abroad, and continued to show weakness and uncertainty in 2009 and into 2010. These unprecedented disruptions in the credit and capital markets have negatively impacted the availability and terms of credit and capital. If uncertainties in these markets continue, or these markets deteriorate further, it could have a material adverse effect on the Company's liquidity, ability to raise capital and costs of capital. Failure to raise capital when needed or on reasonable terms may have a material adverse effect on the Company's business, financial condition and results of operations.

The exploration of mineral properties is highly speculative, involves substantial expenditures and is frequently unsuccessful.

The Company's profitability is significantly affected by the costs and results of its exploration and development programs. As mines have limited lives based on proven and probable mineral reserves, the Company actively seeks to replace and expand its mineral reserves, primarily through exploration and development as well as through strategic acquisitions. Exploration for minerals is highly speculative in nature, involves many risks and is frequently unsuccessful. Among the many uncertainties inherent in any gold exploration and development program are the location of economic orebodies, the development of appropriate metallurgical processes, the receipt of necessary governmental permits and the construction of mining and processing facilities. Substantial expenditures are required to pursue such exploration and development activities. Assuming discovery of an economic orebody, depending on the type of mining operation involved, several years may elapse from the initial phases of drilling until commercial operations are commenced and during such time the economic feasibility of production may change. Accordingly, there can be no assurance that the Company's current or future exploration and development programs will result in any new economically viable mining operations or yield new mineral reserves to replace and expand current mineral reserves.

The mining industry is highly competitive, and the Company may not be successful in competing for new mining properties.

There is a limited supply of desirable mineral lands available for claim staking, leasing or other acquisitions in the areas where the Company contemplates conducting exploration activities. Many companies and individuals are engaged in the mining business, including large, established mining companies with substantial capabilities and long earnings records. The Company may be at a competitive disadvantage in acquiring mining properties, as it must compete with these companies and individuals, some of which have greater financial resources and larger technical staff than the Company. Accordingly, there can be no assurance that the Company will be able to compete successfully for new mining properties.

The success of the Company is dependent on good relations with its employees and on its ability to attract and retain employees and key personnel.

Production at the Company's mines and mine projects is dependent on the efforts of the Company's employees and contractors. The Company competes with mining and other companies on a global basis to attract and retain employees at all levels with appropriate technical skills and operating experience necessary to operate its mines. Relationships between the Company and its employees may be affected by changes in the scheme of labour relations that may be introduced by relevant government authorities in the jurisdictions that the Company operates. Changes in applicable legislation or in the relationship between the Company and its employees or contractors may have a material adverse effect on the Company's business, results of operations and financial condition.

The Company is also dependent on a number of key management personnel. The loss of the services of one or more of such key management personnel could have a material adverse effect on the Company. The Company's ability to manage its operating, development, exploration and financing activities will depend in large part on the efforts of these individuals.

The Company faces significant competition to attract and retain qualified personnel and there can be no assurance that the Company will be able to attract and retain such personnel.

The Company may have difficulty financing its additional capital requirements for its planned mine construction, exploration and development.

The sustaining capital required for operations (including potential expansions) and the development of the La India and Goldex mine projects and the Meliadine project and the exploration and development of the Company's properties, including continuing exploration and development projects in Quebec, Nunavut, Finland, Mexico and Nevada, will require substantial capital expenditures. The Company estimates that capital expenditures will be approximately $596 million in 2013. As at March 11, 2013, the Company had approximately $1.199 billion available to be borrowed under its bank credit facility. Based on current funding available to the Company and expected cash from operations, the Company believes it has sufficient funds available to fund its projected capital expenditures for all of its current properties. However, if cash from operations is lower than expected or capital costs at these mines or projects exceed current estimates, or if the Company incurs major unanticipated expenses related to exploration, development or maintenance of its properties, or if

2012 ANNUAL REPORT            13

Table of Contents



advances from the bank credit facility are unavailable, the Company may be required to seek additional financing to maintain its capital expenditures at planned levels. In addition, the Company will have additional capital requirements to the extent that it decides to expand its present operations and exploration activities, construct additional mining and processing operations at any of its properties or take advantage of opportunities for acquisitions, joint ventures or other business opportunities that may arise. Additional financing may not be available when needed or, if available, the terms of such financing may not be favourable to the Company and, if raised by offering equity securities, or securities convertible into equity securities, any additional financing may involve substantial dilution to existing shareholders. Failure to obtain any financing necessary for the Company's capital expenditure plans may result in a delay or indefinite postponement of exploration, development or production on any or all of the Company's properties, which may have a material adverse effect on the Company's business, financial condition and results of operations.

The continuing weakness in the global credit and capital markets could have a material adverse impact on the Company's liquidity and capital resources.

The credit and capital markets experienced significant deterioration in 2008, including, without limitation, the failure of significant and established financial institutions in the United States and abroad, and have continued to show weakness and volatility. These severe disruptions in the credit and capital markets have had a negative impact on the availability and terms of credit and capital. If uncertainties in these markets continue, or these markets deteriorate further, it could have a material adverse effect on the Company's liquidity, ability to raise capital and costs of capital. Failure to raise capital when needed or on reasonable terms may have a material adverse effect on the Company's business, financial condition and results of operations.

Due to the nature of the Company's mining operations, the Company may face liability, delays and increased production costs from environmental and industrial accidents and pollution, and the Company's insurance coverage may prove inadequate to satisfy future claims against the Company.

The business of gold mining is generally subject to risks and hazards, including environmental hazards, industrial accidents, unusual or unexpected rock formations, changes in the regulatory environment, cave-ins, rock bursts, rock falls, pit wall failures and flooding and gold bullion losses. Such occurrences could result in damage to, or destruction of, mineral properties or production facilities, personal injury or death, environmental damage, delays in mining, monetary losses and possible legal liability. As well, such risks may arise with respect to the closure of mines and the management of closed mine sites and mine waste (whether the Company operated the mine site or acquired it after operations were conducted by others). The Company carries insurance to protect itself against certain risks of mining and processing in amounts that it considers to be adequate but which may not provide adequate coverage in certain unforeseen circumstances. The Company may also become subject to liability for pollution, cave-ins or other hazards against which it cannot insure or against which it has elected not to insure because of high premium costs or other reasons, or the Company may become subject to liabilities which exceed policy limits. In these circumstances, the Company may be required to incur significant costs that could have a material adverse effect on its financial performance and results of operations.


The Company's operations are subject to numerous laws and extensive government regulations which may require significant expenditures or cause a reduction in levels of production, delay or the prevention of the development of new mining properties or otherwise cause the Company to incur costs that adversely affect the Company's results of operations.

The Company's mining and mineral processing operations, and exploration activities and properties are subject to the laws and regulations of federal, provincial, state and local governments in the jurisdictions in which the Company operates. These laws and regulations are extensive and govern prospecting, exploration, development, production, exports, taxes, labour standards, occupational health and safety, waste disposal and tailings management, toxic substances, environmental protection, mine safety and other matters. Compliance with such laws and regulations increases the costs of planning, designing, drilling, developing, constructing, operating, managing, closing, reclaiming and rehabilitating mines and other facilities.facilities and features. New laws or regulations, amendments to current laws and regulations governing operations and activities ofon mining companiesproperties or more stringent implementation or interpretation thereof could have a material adverse impact on the Company, cause a reduction in levels of production and delay or prevent the development of new mining properties.

Increased regulation14            AGNICO-EAGLE MINES LIMITED

Table of greenhouse gas emissions and climate change issues may adversely affect the Company's operations.Contents


        The Company operates in a number of jurisdictions in which regulatory requirements have been introduced or are being contemplated to monitor, report and/or reduce greenhouse gas emissions. Under the Copenhagen Accord, Canada has committed to reducing greenhouse gas emissions by 17%, relative to 2005 levels, by 2020, but this commitment is subject to future alignment with reduction targets in the United States. Canada is currently developing new regulatory requirements to address greenhouse gas emissions. Similarly, the Province of Quebec has passed legislation enabling the establishment of a greenhouse gas emissions registry, greenhouse gas reduction targets and a cap-and-trade system to achieve Quebec's commitment to reduce greenhouse gas emissions by 20%, relative to 1990 levels, by 2020. The Company's operations in Quebec use primarily hydroelectric power and as a consequence are not large producers of greenhouse gases. Except for the Meadowbank Mine, which produces its own electricity from diesel-power generation, none of the Company's operations are large producers of greenhouse gases. New regulatory requirements and the additional costs required to comply are not expected to have a material effect on the Company's operations and financial condition.

Title to the Company's properties may be uncertain and subject to risks.

The acquisition of title to mineral properties is a very detailed and time-consuming process. Title to, and the area of, mineral concessions may be disputed. Although the Company believes it has taken reasonable measures to ensure proper title to its properties, there is no guarantee that title to any of its properties will not be challenged or impaired. Third parties may have valid claims on underlying portions of the Company's interests, including prior unregistered liens, agreements, transfers or claims, including native land claims by indigenous groups, and title may be affected by, among other things, undetected defects. In addition, although the Company believes that it has sufficient surface rights for its operations, the Company may be unable to operate its properties as permitted or to enforce its rights in respect of its properties.

The successCompany's properties and mining operations may be subject to rights or claims of indigenous groups and the assertion of such rights or claims may impact the Company's ability to develop or operate its mining properties.

The Company operates in some areas currently or traditionally inhabited or used by indigenous peoples and subject to indigenous rights or claims. Accordingly, the Company is dependent on good relations with its employees and on its abilitysubject to attract and retain key personnel.

        Production at the Company's mines and mine projects is dependent onrisk that one or more groups may oppose the effortscontinued operation, further development or new development of the Company's employeescurrent or future properties. Such opposition may be directed through legal or administrative proceedings, or though protests or other campaigns against the Company's activities. Any such actions may have an adverse impact on the Company's operations. Although the Company attempts to develop and contractors. Relationships betweenmaintain good working relationships with all stakeholders, there can be no assurance that these relationships can be successfully managed.

Increased regulation of greenhouse gas emissions and climate change issues may adversely affect the Company's operations.

The Company operates in jurisdictions where regulatory requirements have taken effect or are proposed to monitor, report and/or reduce greenhouse gas emissions. Increased regulation of greenhouse gas emissions and climate change issues may adversely affect the Company's operations. For example, Canada has targeted to reduce greenhouse gas emissions by 17% from 2005 levels by 2020 through a sector-by-sector approach and intends to participate in the negotiation of a new international climate treaty, which would come into force in 2020. Canada's federal and provincial regulations also impose mandatory greenhouse gas emissions reporting requirements and Quebec recently adopted a cap-and-trade regulation, which took effect January 1, 2013. Similarly, Finland participates in the European Union's cap-and-trade system and Mexico has enacted climate change legislation with a greenhouse gas emission reduction target of 30% (from business-as-usual levels) by 2020.

The Company monitors and reports annually its direct and indirect greenhouse gas emissions to the international Carbon Disclosure Project. In Quebec, the Company uses primarily hydroelectric power and is not a large producer of greenhouse gases. As a result, Quebec's new regulatory requirements are not expected to have a material adverse impact on the Company. The Meadowbank mine produces approximately 167,926 tonnes of greenhouse gases per year from the production of electricity from diesel power generation, which is approximately 51% of the Company's total direct greenhouse gas emissions. It is expected that the La India mine project and any mining operation at the Meliadine project will also use diesel power generation. The Pinos Altos mine purchases electricity that is largely fossil-fuel generated and is the Company's second highest greenhouse gas producer (at 102,341 tonnes of greenhouse gases per year), which is approximately 31% of the Company's total direct greenhouse gas emissions. None of the Company's other operations emit more than 30,000 tonnes of greenhouse gases per year. While these new regulatory requirements in respect of greenhouse gases and the additional costs required to comply are not expected to have a material adverse effect on the Company's operations, such requirements may not be adopted as currently proposed, may be amended or may have unexpected effects on the Company and, its employees may be affected by changes in the scheme of labour relations that may be introduced by relevant government authorities in the jurisdictions that the Company operates. Changes in applicable legislation or in the relationship between the Company and its employees or contractorsas a result, may have a material adverse effect on the Company's financial performance and its results of operations.

The Company is subject to the risk of litigation, the causes and costs of which cannot be known.

The Company is subject to litigation arising in the normal course of business and may be involved in disputes with other parties in the future which may result in litigation. The causes of potential future litigation cannot be known and may arise from, among other things, business activities, environmental laws, volatility in stock price or failure to comply with disclosure obligations. Currently, the Company is the subject of certain class action lawsuits relating to the Company's disclosure prior to the suspension of mining operations at the Goldex mine in October 2011, as described in note 21 to the financial statements contained in Item 18 hereof. The results of litigation cannot be predicted with certainty. If the Company is unable to resolve these disputes favourably, either by judicial determination or settlement, it may have a material adverse impact on the Company's financial performance, cash flow and results of operations.

2012 ANNUAL REPORT            15

Table of Contents


In the event of a dispute involving the foreign operations of the Company, the Company may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of courts in Canada. The Company's ability to enforce its rights could have an adverse effect on its future cash flows, earnings, results of operations and financial condition.

        The Company is also dependent upon a number of key management personnel. The loss of the services of one or more of such key management personnel could have a material adverse effect on the Company. The Company's ability to manage its operating, development, exploration and financing activities will depend in large



part on the efforts of these individuals. The Company faces significant competition for qualified personnel and there can be no assurance that the Company will be able to attract and retain such personnel.

The use of derivative instruments for the Company's byproduct metal production may prevent gains from being realized from subsequent byproduct metal price increases.

While the Company's general policy is not to sell forward its future gold production, the Company has used, and may in the future use, various byproduct metal derivative strategies, such as selling future contracts or purchasing put options. The Company continually evaluates the potential short-short and long-termlong term benefits of engaging in such derivative strategies based upon current market conditions. No assurance can be given, however, that the use of byproduct metal derivative strategies will benefit the Company in the future. There is a possibility that the Company could lock in forward deliveries at prices lower than the market price at the time of delivery. In addition, the Company could fail to produce enough byproduct metals to offset its forward delivery obligations, causingrequiring the Company to purchase the metal in the spot market at higher prices to fulfill its delivery obligations or, for cash settled contracts, make cash payments to counterparties in excess of byproduct revenue. If the Company is locked into a lower than market price forward contract or has to buy additional quantities at higher prices, its net income could be adversely affected. None of the current contracts establishing the byproduct metal derivatives positions qualifiedqualify for hedge accounting treatment under US GAAP.GAAP and therefore any year-end mark-to-market adjustments are recognized in the "Gain on derivative financial instruments" line item of the consolidated statements of income and comprehensive income. See "Item 11 Quantitative and Qualitative Disclosures about Market Risk  Derivatives".

The trading price for the Company's securities is volatile.

The trading price of the Company's common shares and, consequently, the trading price of securities convertible into or exchangeable for the Company's common shares, have been and may continue to be subject to large fluctuations which may result in losses to investors. The trading price of the Company's common shares and securities convertible into or exchangeable for common shares may increase or decrease in response to a number of events and factors, including:

Wide price swings are currently common in the markets on which the Company's securities trade. This volatility may adversely affect the prices of the Company's common shares and the securities convertible into or exchangeable for the Company's common shares regardless of the Company's operating performance.

The Company may not be able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act.

Section 404 of the Sarbanes-Oxley Act of 2002 ("SOX") requires an annual assessment by management of the effectiveness of the Company's internal control over financial reporting. Section 404 of SOX also requires an annual attestation report by the Company's independent auditors addressing the effectiveness of the Company's internal control over financial reporting. The Company has completed its Section 404 assessment and received the auditors' attestation as of December 31, 2009.2012.


If the Company fails to maintain the adequacy of its internal control over financial reporting, as such standards are modified, supplemented or amended from time to time, the Company may not be able to conclude that it has effective internal control over financial reporting in accordance with Section 404 of SOX. The Company's failure to satisfy the requirements of Section 404 of SOX on an ongoing, timely basis could result in the loss of investor confidence in the

16            AGNICO-EAGLE MINES LIMITED

Table of Contents



reliability of its financial statements, which in turn could harm the Company's business and negatively impact the trading price of its common shares and securities convertible or exchangeable for common shares. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm the Company's operating results or cause it to fail to meet its reporting obligations. Future acquisitions of companies may provide the Company with challenges in implementing the required processes, procedures and controls in its acquired operations. Acquired companies may not have disclosure controls and procedures or internal control over financial reporting that are as thorough or effective as those required by securities laws currently applicable to the Company.

No evaluation can provide complete assurance that the Company's internal control over financial reporting will prevent misstatement due to error or fraud or will detect or uncover all failurescontrol issues or instances of persons within the Company to disclose material information otherwise required to be reported.fraud, if any. The effectiveness of the Company's controls and procedures could also be limited by simple errors or faulty judgments. In addition, as the Company continues to expand, the challenges involved in maintaining adequate internal control over financial reporting will increase and will require that the Company continue to improve its internal control over financial reporting. Although the Company intends to devote substantial time and incur substantial costs, as necessary, to ensure ongoing compliance, theThe Company cannot be certain that it will be successful in continuing to comply with Section 404 of SOX.

Potential unenforceability of civil liabilities and judgments.

The Company is incorporated under the laws of the Province of Ontario, Canada. A majority of the Company's directors and officers as well as the experts named in this Form 20-F are residents of Canada. Also, almost all of the Company's assets and the assets of these persons are located outside of the United States. As a result, it may be difficult for shareholders to initiate a lawsuit within the United States against these non-U.S. residents, or to enforce U.S. judgments against the Company or these persons. The Company's Canadian counsel has advised the Company that a monetary judgment of a U.S. court predicated solely upon the civil liability provisions of U.S. federal securities laws would likely be enforceable in Canada if the U.S. court in which the judgment was obtained had a basis for jurisdiction in the matter that was recognized by a Canadian court for such purposes. The Company cannot provide assurance that this will be the case. It is less certain that an action could be brought in Canada in the first instance on the basis of liability predicated solely upon suchthe civil liability provisions of U.S. federal securities laws.

ITEM 4   INFORMATION ON THE COMPANY

History and Development of the Company

The Company is an established Canadian-based international gold producer with mining operations in northwestern Quebec, northern Mexico, northern Finland and Nunavut and exploration activities in Canada, Europe, Latin America and the United States. The Company's operating history includes over three decades of continuous gold production primarily from underground operations. Since its formation on June 1, 1972, the Company has produced almost 5.5approximately 8.5 million ounces of gold. For definitions of certain technical terms used in the following discussion, see "— Property, Plant and Equipment —"– Glossary of Selected Mining Terms". in this Item 4.

The Company's strategy is to focus on the continued exploration, development and expansion of its properties, all of which are located in politically stable jurisdictions. The Company has spent over $2approximately $3.1 billion on themine development of five new mines over the last threefive years. Through this development program, the Company transformed itself from a regionally focused, onesingle mine producer to a multi-mine international gold producer with five operating, 100% owned mines, (withtwo mine development projects and one additional operating mine expected by the first quarter of 2010).advanced exploration project.

Since 1988, the LaRonde Mine,mine, in the Abitibi region of Quebec, has been the Company's flagship operation, producing approximately 44.5 million ounces of gold as well as valuable byproducts. The Lapa mine, one of the Company's highest grade metals mines, is 11 kilometres east of the LaRonde mine, and the Goldex Minemine project, where mine construction on the M and E zones was approved in July 2012, is 60 kilometres east of the LaRonde Mine, and the Lapa Mine, the Company's highest grade mine, is



11 kilometres east of the LaRonde Mine.mine. The synergies between these sites contribute to the Company's status as a low cost producer.efforts to reduce costs. The Kittila Mine,mine in Finland, which achieved commercial production in May 2009, has a long reserve life and has significant production expansion potential. In February 2012, the Board approved expansion of mining operations at the Kittila mine to a capacity of 3,750 tonnes per day. The Pinos Altos Mine,mine, in Mexico, achieved commercial production in November 2009 and also has significant production expansion potential. Commissioning of theThe Company's sixthfifth mine, Meadowbank, in Nunavut, achieved commercial production in March 2010 and is currently underwayexpected to produce the most gold (approximately 360,000 ounces) in 2013. In September 2012, the Company began the development and construction at the La India mine project in Mexico. The La India mine project and the Company had its first dore bar pour atGoldex mine project are both expected to achieve commercial production in the Meadowbank Mine in February 2010.second quarter of 2014. In addition, the Company plans to pursue opportunities for growth in gold production and gold reserves through the prudent acquisition or development of exploration properties, development properties, producing properties and other mining businesses in the Americas and Europe.

        The Company believes that its total cash costs per ounce place it among the lowest quartile2012 ANNUAL REPORT            17

Table of producers in the gold mining industry.Contents


In 2009,2012, the Company produced 492,9721,043,811 ounces of gold at total cash costs per ounce of $347$640 net of revenues from byproduct metals. For 2010,2013, the Company expects to produce 1,057,200between 970,000 and 1,010,000 ounces of gold at a total cash costscost per ounce of gold produced of approximately $399between $700 and $750 net of byproduct revenue. These expected higher total cash costs compared to 20092012 reflect the commencementhigh proportion of mining operations atproduction coming from the Meadowbank Mine,mine, which is expected to have higher total cash costs per ounce compared to the Company's average; higher costs associated with the transition to underground mining operations at the Pinos Altos Minemine and the Kittila Mine;mine; and increased production from the Company's mines and mine projects that do not contain byproduct metals.metals, revenue from which reduces total cash costs per ounce. In addition, the higher total cash costs per ounce also reflect the strength of the Canadian dollar strengthening against the U.S. dollar recentand continued escalations in labour, shipping and transportation costs and the ramp-up of operations at the Pinos Altos Mine during 2010.costs. See "Note to Investors Concerning Certain Measures of Performance" for a discussion of the use of the non-US GAAP measure total cash costs per ounce. The Company has traditionally sold all of its production at the spot price of gold due to its general policy not to sell forward its future gold production.

The Company expects its all-in sustaining costs for 2013 to be approximately $1,075 per ounce of gold. The Company calculates all-in sustaining costs as the aggregate of total cash costs (net of byproduct credits), sustaining capital expense, corporate, general and administrative expense (net of stock option expense) and exploration expenses divided by the number of ounces produced. All-in sustaining costs is a non-US GAAP measure and is used to show the full cost of gold production from current operations. The Company's methodology for calculating all-in sustaining costs may not be similar to the methodology used by other producers that disclose all-in sustaining costs. The Company may change the methodology it uses to calculate all-in sustaining costs in the future, including in response to the adoption of formal industry guidance regarding this measure by the World Gold Council.

The Company operates through four segments: Canada, Europe, Latin America and Exploration.

The Canadian Segment is comprised of the United States.

Company's operations in the Province of Quebec and the Nunavut Territory. The Company's Quebec Region includesproperties include the LaRonde Mine,mine, the LaRonde Mine extension project,Lapa mine and the Goldex Mine and the Lapa Mine,mine project, each of which is held directly by the Company. In 2009,2012, the Quebec Regionproperties accounted for 82.2%approximately 25% of the Company's gold production, comprised of 41.3%approximately 15% from the LaRonde Mine, 30.2% from the Goldex Minemine and 10.7%approximately 10% from the Lapa Mine.mine. In 2010,2013, the Company anticipates that theits Quebec Regionproperties will account for 43.4%approximately 28% of the Company's gold production, of which 17.0%, 15.5%18% and 10.9%10% of the Company's gold production will come from the LaRonde Mine, the Goldex Minemine and the Lapa Mine,mine, respectively.

The Company's operations inNunavut properties are comprised of the European RegionMeadowbank mine and the Meliadine project, which are conducted through its indirect subsidiary, Agnico-Eagle AB, which ownsboth held directly by the Kittila Mine in Finland.Company. In 2009,2012, the Kittila MineMeadowbank mine accounted for 14.6%approximately 35% of the Company's gold production and the Company anticipates that in 20102013 the Kittila MineMeadowbank mine will account for 13.9%approximately 36% of the Company's gold production.

The Company's operations in the European Segment are conducted through its indirect subsidiary, Agnico Eagle Finland Oy, which owns the Kittila mine in Finland. In 2012, the Kittila mine accounted for approximately 17% of the Company's gold production and the Company anticipates that in 2013 the Kittila mine will again account for approximately 17% of the Company's gold production.

In the Latin American Region, the Company's mining at Pinos Altos are conducted through its subsidiary, Agnico Eagle Mexico S.A. de C.V., which owns the Pinos Altos Mine andmine, including the Creston Mascota deposit. The La India mine project is owned by the Company's indirect subsidiary, Agnico Sonora, S.A. de C.V. In 2009,2012, the Pinos Altos Minemine accounted for 3.3%approximately 23% of the Company's gold production and the Company anticipates that in 20102013 the Pinos Altos Minemine will account for 14.3%approximately 19% of the Company's gold production.

The Nunavut Region is comprised ofExploration Segment includes the Meadowbank Mine, which is held directly by the Company. The Meadowbank Mine, which is expected to achieve commercial productionCompany's grassroots exploration operations in the first quarter of 2010, will account for approximately 28% ofUnited States, the Company's 2010 gold production.European exploration office, the Canadian exploration offices and the Latin American exploration office. In addition, the Company has an international exploration officeoffices in Reno, Nevada.Nevada and Vancouver, Canada.


18            AGNICO-EAGLE MINES LIMITED

Table of Contents


The following table sets out the date of acquisition, the date of commencement of construction and the date of achieving commercial production for the Company's mines and mine projects. Agnico-Eagle's expertise in acquiring and developing mines is shown through the successful launch of six operating mines.

 
 Date of Acquisition Date of Commencement
of Construction
 Date of achieving
Commercial Production
 

LaRonde

  1992(1) 1985  1988 

Goldex

  December 1993(1) July 2005  August 2008 

Kittila

  November 2005  June 2006  May 2009 

Lapa

  June 2003(1) June 2006  May 2009 

Pinos Altos

  March 2006  August 2007  November 2009 

Meadowbank

  April 2007  Pre-April 2007  March 2010(2)

  
  Date of Acquisition (1) Date of Commencement
of Construction
 Date of achieving
Commercial Production
 
  
LaRonde mine 1992 1985 1988 

Lapa mine June 2003 June 2006 May 2009 

Goldex mine project (2) December 1993 July 2012 Second quarter of 2014(3) 

Kittila mine November 2005 June 2006 May 2009 

Pinos Altos mine March 2006 August 2007 November 2009 

La India mine project November 2011 September 2012 Second quarter of 2014(3) 

Meadowbank mine April 2007 Pre-April 2007 March 2010 

Notes:

(1)
Date when 100% ownership was acquired.

(2)
Construction of infrastructure for purposes of mining the Goldex Extraction Zone (the "GEZ") commenced in July 2005 and the GEZ achieved commercial production in August 2008. Mining operations on the GEZ were suspended in October 2011. In July 2012, the Company approved the construction of a mine at the M and E Zones at Goldex.

(3)
Anticipated.

The Company's exploration program focuses primarily on the identification of new mineral reserves and resources and new development opportunities in proven gold producing regions. Current exploration activities are concentrated in Canada, Europe, Latin America and the United States. Several projects were evaluated during the year2012 in other countries where the Company believes the potential for gold occurrences is excellent and which the Company believes to be politically stable and supportive of the mining industry. The Company currently manages 7869 properties in Canada, 11four properties in Nevada and Idaho in the United States, three groups of properties in Finland, four propertiesone property in Sweden, eight projects in Mexico and three propertiesone project in Argentina. Exploration activities are managed from offices in Val d'Or, Quebec; Reno, Nevada; Chihuahua, Mexico; Helsinki and Kittila, Finland; and Vancouver, British Columbia.

In addition, the Company continuously evaluates opportunities to make strategic acquisitions. ThreeFive of the Company's new mines or projects came from relatively recent acquisitions.

In the second quarter of 2004, the Company acquired an approximate 14% ownership interest in Riddarhyttan Resources AB ("Riddarhyttan"), a Swedish precious and base metals exploration and development company that was at the time listed on the Stockholm Stock Exchange. In November 2005, the Company completed a tender offer (the "Riddarhyttan Offer") for all of the issued and outstanding shares of Riddarhyttan that it did not own. The Company issued 10,023,882 of its common shares and paid and committed an aggregate of $5.1 million cash as consideration to Riddarhyttan shareholders in connection with the Riddarhyttan Offer. The Company, through wholly-owned subsidiaries, currently holds 100% of Riddarhyttan.On March 28, 2011, Riddarhyttan through its wholly-owned subsidiary,was merged with Agnico-Eagle AB isand Agnico-Eagle Sweden AB, with Agnico-Eagle Sweden AB as the 100% owner of thecontinuing entity. The Kittila Mine,mine, located approximately 900 kilometres north of Helsinki near the town of Kittila in Finnish Lapland.Lapland, is currently 100% owned by Agnico-Eagle Finland Oy, which is owned by Agnico-Eagle Sweden AB.

In the first quarter of 2005, the Company entered into an exploration and option agreement with Industrias Penoles S.A. de C.V. ("Penoles") to acquire the Pinos Altos property in northern Mexico. The Pinos Altos property is comprised of approximately 11,000 hectares in the Sierra Madre gold belt, approximately 225 kilometres west of the city of Chihuahua in the state of Chihuahua in northern Mexico. In February 2006, the Company exercised its option and acquired the Pinos Altos property on March 15, 2006. Under the terms of the exploration and option agreement, the purchase price of $66.8 million was comprised of $32.5 million in cash and 2,063,635 common shares of the Company.

In February 2007, the Company made an exchange offer for all of the outstanding shares of Cumberland Resources Ltd. ("Cumberland") not already owned by the Company. At the time, Cumberland was a pre-production development stage company listed on the Toronto Stock Exchange (the "TSX") and American Stock Exchange.Exchange whose primary asset was the Meadowbank property. In May 2007, the Company acquired approximately 92% of the issued and outstanding shares of Cumberland that it did not previously own and, in July 2007, the Company completed the acquisition of all Cumberland

2012 ANNUAL REPORT            19

Table of Contents



shares by way of a compulsory acquisition. The Company issued 13,768,510 of its common shares and paid $9.6 million in cash as consideration to Cumberland shareholders in connection with its acquisition of Cumberland.


In 2009,April 2010, the Company entered into an agreement in principle with Comaplex Minerals Corp. ("Comaplex") to acquire all of the outstanding shares of Comaplex that it did not already own. At the time, Comaplex owned a 100% interest in the advanced stage Meliadine gold property, which is located approximately 300 kilometres southeast of the Company's Meadowbank mine. In May 2010, the Company executed the definitive agreements with Comaplex and, in July 2010 by plan of arrangement, the Company acquired 100% of the Meliadine gold property through the acquisition of Comaplex, which was renamed Meliadine Holdings Inc. ("Meliadine"). Pursuant to the arrangement, Comaplex transferred to Geomark Exploration Ltd. all assets and related liabilities other than those relating to the Meliadine project. In connection with the arrangement, the Company issued 10,210,848 of its common shares as consideration to Comaplex shareholders.

In September 2011, the Company entered into an acquisition agreement with Grayd Resource Corporation ("Grayd"), a Canadian-based natural resource company listed on the TSX Venture Exchange, pursuant to which the Company agreed to make an offer to acquire all of the issued and outstanding common shares of Grayd. At the time, Grayd held a 100% interest in the La India property located in the Mulatos Gold Belt of Sonora, Mexico and had recently discovered the Tarachi gold porphyry prospect located approximately ten kilometres north of the La India property. In October 2011, the Company made the offer by way of a take-over bid circular, as amended and supplemented, and, in November 2011, acquired approximately 95% of the outstanding common shares of Grayd. In January 2012, the Company completed a compulsory acquisition of the remaining outstanding common shares of Grayd and Grayd became a wholly-owned subsidiary of the Company. In aggregate, the Company issued 1,319,418 of its common shares and paid C$179.7 million in cash as consideration to Grayd shareholders in connection with the transaction.

In 2012, the Company's capital expenditures were $657$445.6 million. The 20092012 capital expenditures included $76$75.2 million at the LaRonde Mine (which included approximately $39mine, $18.5 million of expenditures relating toat the LaRonde Mine extension), $22Lapa mine, $26.8 million at the Goldex Mine, $90mine project, $60.0 million at the Kittila Mine (which included $36 million of expenditures on construction of the underground mine), $47 million at the Lapa Mine (which included $22 million on construction of the mine), $133mine, $30.0 million at the Pinos Altos Mine and $288mine (which included approximately $5.8 million related to the Creston Mascota deposit), $39.2 million at the La India mine project, $105.1 million at the Meadowbank Mine.mine, $83.3 million at the Meliadine project and $7.5 million at other minor projects. In addition, the Company spent $36$5.0 million on mine site exploration and $104.5 million on exploration activities at the Company's grassroots exploration properties. properties, including corporate development expenses.

Budgeted 2010 exploration and2013 capital expenditures of $478$596 million include $96$91 million at the LaRonde Mine (including $67mine, $19 million onat the LaRonde Mine extension), $14Lapa mine, $63 million at the Goldex Mine, $29 million at the Lapa Mine, $92mine project (M and E Zones), $75 million at the Pinos Altos Mine (including $54mine, $92 million on the construction and development at the Creston Mascota deposit), $59La India mine project, $73 million at the Kittila Mine, $112mine, $79 million at the Meadowbank Mine (including $10.5 million on the construction of the mine)mine and $37$38 million in capitalized exploration expenditures. In addition, the Company plans exploration expenditures on grassroots exploration projects of approximately $39 million.$71 million, including $17 million at the Meliadine project. Depending on the success of the exploration programs at these and other properties, the Company may be required to make additional capital expenditures for exploration, development and pre-production.

The financingfunds for the expenditures set out above isare expected to be from internally generated cash flow from operations, from the Company's existing cash balances and from drawdowns of the Company's bank credit facilities. In addition, on March 19, 2010 the Company announced it had received non-binding commitments from institutional investors in the United States and Canada to purchase in a private placement $600 million of guaranteed senior unsecured notes due in 2017, 2020 and 2022 (the "Notes")facility. Please see "Item 10 Additional Information – Material Contracts – Credit Agreement". The Notes are expected to have a weighted average maturity of 9.84 years, weighted average yield of 6.59% and restrictive convenants and events of default substantially similar to the Company's bank credit facilities. Proceeds from the offering of the Notes will be used to repay amounts under the Company's bank credit facilities. Closing of the transaction is expected to occur in April 2010. Based on current funding available to the Company (excluding the Notes) and expected cash flows from operations, the Company believes it has sufficient funds available to fund its 2013 projected capital expenditures for all its properties.

Capital expenditures by the Company in 20082011 and 20072010 were $909$482.8 million and $523$512 million, respectively. The 20082011 capital expenditures included $75$90.7 million at the LaRonde Minemine (which was comprised of $38included approximately $49.5 million of sustaining capital expenditures and $37 million comprised primarily of expenditures onrelating to the LaRonde Minemine extension), $53$18.4 million at the Lapa mine, $42.2 million at Goldex, Mine, $196$86.5 million at the Kittila Mine, $89 million at the Lapa Mine, $176mine, $40.0 million at the Pinos Altos Mine and $314mine (which included approximately $7.6 million related to the Creston Mascota deposit), $116.9 million at the Meadowbank Mine.mine and $73.9 million at the Meliadine project. In addition, the Company spent $11.0 on mine site exploration and $64.7 million on exploration activities at the Company's grassroots exploration properties. The 2010 capital expenditures included $97 million at the LaRonde mine (which included approximately $62 million of expenditures relating to the LaRonde mine extension), $33 million at the Lapa mine, $24 million at Goldex, $72 million at the Kittila mine, $104 million at the Pinos Altos mine (which included approximately $43 million related to the Creston Mascota deposit), $174 million at the Meadowbank mine and $8 million at the Meliadine project and other minor properties. In addition, the Company spent $35 million on exploration activities at the Company's grassroots exploration properties. The 2007 capital expenditures included $87 million at the LaRonde Mine (which was comprised of $34 million of sustaining capital expenditures and $53 million comprised primarily of expenditures on the LaRonde Mine extension and the ramp below Level 215), $105 million at the Goldex Mine, $94 million at the Kittila Mine, $29 million at the Lapa Mine and $170 million at the Meadowbank Mine.

The Company was formed by articles of amalgamation under the laws of the Province of Ontario on June 1, 1972, as a result of the amalgamation of Agnico Mines Limited ("Agnico Mines") and Eagle Gold Mines Limited ("Eagle"). Agnico

20            AGNICO-EAGLE MINES LIMITED

Table of Contents



Mines was incorporated under the laws of the Province of Ontario on January 21, 1953 under the name "Cobalt Consolidated Mining Corporation Limited". Eagle was incorporated under the laws of the Province of Ontario on August 14, 1945.

On December 19, 1989, Agnico-Eagle acquired the remaining 57% interest in Dumagami Mines Limited not already owned by it, as a consequence of the amalgamation of Dumagami Mines Limited with a wholly-owned subsidiary of Agnico-Eagle, to continue as one company under the name Dumagami Mines Inc. ("Dumagami"). On December 29, 1992, Dumagami transferred all of its property and assets, including the LaRonde Mine,mine, to Agnico-Eagle and was subsequently dissolved.

On December 8, 1993, the Company acquired the remaining 46.3% interest in Goldex Mines Limited not already owned by it, as a consequence of the amalgamation of Goldex Mines Limited with a wholly-owned subsidiary of the Company, to continue as one company under the name Goldex Mines Limited. On January 1, 1996, the Company amalgamated with two wholly-owned subsidiaries, including Goldex Mines Limited.


In October 2001, under a plan of arrangement, the Company amalgamated with an associated corporation, Mentor Exploration and Development Co., Limited ("Mentor"). In connection with the arrangement, the Company issued 369,348 of its common shares in consideration for the acquisition of all of the issued and outstanding shares of Mentor that it did not already own.

On August 1, 2007, the Company, Agnico-Eagle Acquisition Corporation, Cumberland and a wholly-owned subsidiary of Cumberland, Meadowbank Mining Corporation, amalgamated under the laws of the Province of Ontario and continued under the name of Agnico-Eagle Mines Limited.

On January 1, 2011, the Company and 1816276 Ontario Inc. (the successor corporation to Meliadine, which in turn was the successor corporation to Comaplex) amalgamated under the laws of the Province of Ontario and continued under the name of Agnico-Eagle Mines Limited.

On January 1, 2013, the Company and its wholly-owned subsidiary, 1886120 Ontario Inc. (the successor corporation to 9237-4925 Québec Inc.), amalgamated under the laws of the Province of Ontario and continued under the name of Agnico-Eagle Mines Limited.

The Company's executive and registered office is located at Suite 400, 145 King Street East, Toronto, Ontario, Canada M5C 2Y7; telephone number (416) 947-1212; website: http://www.agnico-eagle.com. The information contained on the website is not part of this Form 20-F. The Company's principal place of business in the United States is located at 8725 Technology1675 E. Prater Way, Suite B, Reno,102, Sparks, Nevada 89521.89434.


Business Overview

The Company believes that it has a number of key operating strengths that provide distinct competitive advantages.

Growth Profile.    The Company has a proven track record of increasing production capacity at existing operations through a combination of acquisitions, operational improvements, expansions and development. The suspension of mining operations at the Goldex mine in October 2011 had a negative impact on the growth profile, however, the Company anticipates increasing its production to over 1.0 millionof between 970,000 and 1,010,000 ounces of gold in 2010 with continued growth to 2014. The Company's production2013 and growth in 2010 is2014 with the expected to come principally from the Meadowbank Mine, which achieved commercialcommencement of production in the first quarter of 2010, as well as from the continued operational improvements at the Kittila, LapaLa India and Pinos Altos Mines.Goldex mine projects. Over the last threefive years, the Company has spent over $2$2.7 billion on the development of five new mines and itsthe significant extension of the LaRonde Minemine at depth. With the large majority of mine development projects complete and with five mines expected to achieve steady state operational status,Future capital expenditures are expected to decline materially from 2010 onward, significantly increasing free cash flow. The remaining capital expenditure isbe primarily for incremental expansion projects and completionexploration and development of the Meadowbank Mine.La India and Goldex mine projects and the Meliadine project.

Operations in Politically Stable, Mining-FriendlyMining Friendly Regions.    The Company and its predecessors have over three decades of continuous gold production experience and expertise in metals mining. The Company's operations and exploration and development projects are located in regions that the Company believes are supportive of the mining industry. Three of theThe Company's producingLaRonde and Lapa mines and one of its construction projectsGoldex mine project are located in the Abitibi region of northwestern Quebec, one of North America's principal gold-producing regions. The Province of Quebec had the highest "policy potential index" for any mining jurisdiction in the world in the Fraser Institute's 2008-2009 survey of mining companies. The policy potential index measures the effects on exploration of a variety of government policies related to the mining industry. The Company's Kittila Minemine in northern Finland, Pinos Altos Minemine and La India mine project in northern Mexico and Meadowbank Minemine and Meliadine project in Nunavut are also located in regions which the Company believes are also supportive of the mining industry.

        Low-Cost, Efficient Operations.    The Company believes that its total cash costs per ounce place it among the lowest quartile of producers in the gold mining industry, with total cash costs per ounce of gold produced at $347 for 2009 and $162 per ounce for 2008. These relatively low cash costs are attributable to the economies of scale afforded by the Company's mining operations, as well as byproduct revenues from the LaRonde and Pinos Altos Mines and sharing of resources among its three operating mines in northwestern Quebec. In addition, the Company believes its highly motivated work force contributes significantly to continued operational improvements and to the Company's low-cost producer status.

Strong Operating Base.    Through its acquisition, exploration and development program, the Company has been transformed from a regionally focused, single mine producer to a multi-mine international gold producer with sixfive operating, 100% owned mines. The Company's existing operations at the LaRonde Mineits existing mines provide a strong economic base for additional

2012 ANNUAL REPORT            21

Table of Contents



mineral reserve and production development at the property and in the Abitibi region of northwestern Quebecthese properties and for the development of its mines and growth projects in Nunavut, Finland, Mexico and Mexico.the Abitibi region. The experience gained through building and operating the LaRonde Minemine has assisted with the Company's development of its other mine projects. In addition, the extensive infrastructure associated with the



LaRonde Minemine supports the nearby Lapa mine and Goldex and Lapa Mines, and the construction of infrastructure to access the depositsmine project. Experience gained at the LaRonde Mine extension.Meadowbank mine in Nunavut is assisting with the Company's permitting and exploration work at the nearby Meliadine project. Similarly, experience building and operating the Pinos Altos mine in Chihuahua, Mexico has assisted the Company's efforts to develop the La India mine project 70 kilometres away in Sonora, Mexico.

Highly Experienced Management Team.    The members of the Company's senior management team hashave an average of over 2022 years of experience in the mining industry. Management's significant experience has underpinned the Company's historical growth and provides a solid base upon which to expand the Company's operations.

Based on these strengths, the Company's corporate strategy is to grow low-cost production and reserves in mining-friendly regions.

Optimize and Further Expand Operations.    The Company continues to focus its resources and efforts on the exploration and development of its properties in Quebec, Nunavut, Finland and Mexico with a view to increasing annual gold production and gold mineral reserves.

Leverage Mining Experience.    The Company believes it can benefit not only from the existing infrastructure at its mines but also from the geological knowledge that it has gained in mining and developing its properties. The Company's strategy is to capitalize on its mining expertise to exploit fully the potential of its properties.

Expand Gold Reserves.    The Company is conducting drilling programs at all of its properties with a goal of further increasing its gold reserves. In 2009,2012, on a contained gold ounces basis, the Company increased its gold reserves to 18.4of the Company were 18.68 million ounces (162.4(184 million tonnes grading 3.523.16 grams of gold per tonne), an increase of 2% overessentially unchanged from the 18.75 million ounces reported as at December 31, 2008 levels, including the replacement of 492,972 ounces of gold mined.2011.

Growth Through Primary Exploration and Acquisitions.    The Company's growth strategy has been to pursue the expansion of its development base through the acquisition of additional properties in the Americas and Europe. Historically, the Company's producing properties have resulted from a combination of investments in advanced exploration companies and primary exploration activities. By investing in pre-development stage companies, the Company believes that it has been able to acquire control of projects at favourable prices and reasonable valuations. The Company's property acquisition strategy has evolved more recently to include joint ventures and partnerships and the acquisition of development and producing properties.


Mining Legislation and Regulation

Canada

The mining industry in Canada operates under both federal and provincial or territorial legislation governing prospecting and the exploration, development, operation and decommissioning of mines and mineral processing facilities. Such legislation relates to the method of acquisition and ownership of mining rights, labour, occupational or worker health and safety standards, royalties, mining, exports, reclamation, closure and rehabilitation of mines and other matters. Laws and regulations regarding the decommissioning, reclamation and rehabilitation of mines may require approval by provincial or territorial authorities of reclamation plans, provision of financial guarantees and long-term management of closed mines and related waste and tailings. Obligations under mining legislation may arise with respect to proposed, operating and closed facilities (including those that the Company owns but never operated).

The mining industry in Canada is also subject to extensive laws and regulations at both the federal and provincial or territorial levels concerning the protection of the environment. The primary federal regulatory authorities with jurisdiction over the Company's mining operations in respect of environmental matters are the Department of Fisheries and Oceans (Canada) and Environment Canada. The construction, development and operation of a mine, mill or refinery requires compliance with applicable environmental laws and regulations and/or review processes, including obtaining land use permits, water permits, air emissions certifications, industrial depollution attestations, hazardous substances management and similar authorizations from various governmental agencies. Environmental laws and regulations impose high standards on the mining industry to reduce or eliminate the effects of waste generated by mining and processing operations and subsequently deposited on the ground or affecting the air or water. Laws and regulations regarding the decommissioning, reclamation and rehabilitation of mines may require approval of reclamation plans, provision of financial guarantees and long-term management of closed mines.

Quebec

In Quebec, mining rights are governed by theMining Act (Quebec) and, subject to limited exceptions, are owned by the province. A mining claim entitles its holder to explore for minerals on the subject land. It remains



in force for a term of two

22            AGNICO-EAGLE MINES LIMITED

Table of Contents



years from the date it is registered and may be renewed indefinitely subject to continued exploration works in relation thereto. In order to retain title to mining claims, in addition to paying a small bi-annual rental fee currently ranging from C$2627.75 to C$120126 per claim, depending on its location ofand area (as set by Quebec government regulations), exploration work (or an equivalent value cash payment) has to be completed in advance (either on the claim or on adjacent mining claims, concessions or leases) and filed with the Ministry of Natural Resources and Wildlife (Quebec). prior to the date of expiry of the claim. The amount of exploration work required bi-annually currently ranges from C$48 to C$3,600 per claim, depending on its location, area and period of validity (as set by Quebec government regulations). In 1966, the mining concession system set out for lands containing mineralized zones in theMining Act (Quebec) was replaced by a system of mining leases, but the mining concessions sold prior to such replacement remain in force. A mining lease entitles its holder to mine and remove valuable mineral substances from the subject land, provided it pays the annual rent set by Quebec government regulations, which currently ranges from C$2121.50 per hectare (on privately held land) to C$4345 per hectare (on land owned by the province). Leases are granted initially for a term of 20 years and are renewable up to three times, each for a duration of ten years. After the third renewal, the Minister of Natural Resources and Wildlife (Quebec) may grant an extension thereof on the conditions, for the rental and for the term he or she determines.

        Bill 79, anAct to amend the Mining Act, was introduced in the Quebec National Assembly in December 2009 and, if adopted, will amend a number of rules relating to the mining regime in Quebec, mainly to stimulate mining exploration. However, it is too early to determine the final form that the amendments will take and what effect, if any, these amendments may have on the Company's operations.

In Quebec, the primary provincial regulatory authorities with jurisdiction over the Company's mining operations in respect of environmental matters are the Ministry of Sustainable Development, Environment, Wildlife and Parks (Quebec) and the Ministry of Natural Resources and Wildlife (Quebec).

Nunavut

        As a result ofUnder the Nunavut Land Claims Agreement (the "Land Claims Agreement") of July 1993,, ownership of large tracts of land in Nunavut was granted to the Inuit. These Inuit-owned lands include areas with high mineral potential. Further, as a result of other rights granted to the Inuit inunder the Land Claims Agreement, Inuit organizations play an important role in the management of natural resources and the environment in Nunavut. These duties are shared among the federal and territorial governments and Inuit organizations. Under the Land Claims Agreement, the Inuit own surface rights to certain lands representing approximately 16% of Nunavut. For a portion of the Inuit-owned lands representing approximately 2% of Nunavut, the Inuit also own mineral (subsurface) rights in addition to the surface rights.

In Nunavut, the Crown's mineral rights are administered by the Department of IndianAboriginal Affairs and Northern Affairs (Canada)Development Canada in accordance with theNorthwest Territories and Nunavut Mining Regulations (the "Territorial Mining Regulations") under theTerritorial Lands Act (Canada). The Inuit mineral rights in subsurface Inuit-owned lands are owned and administered by Nunavut Tunngavik Incorporated ("Nunavut Tunngavik"), a corporation representing the Inuit people of Nunavut.

Future production from Nunavut Tunngavik-administered mineral claims is subject to production leases which include a 12% net profits interest royalty from which annual deductions are limited to 85% of gross revenue. Production from Crown mining leases is subject to a royalty of up to 14% of adjusted net profits, as defined in the Territorial Mining Regulations. Before the operation of a major development projectMajor Development Project, as defined in the land claimLand Claims Agreement, can begin, developers must also negotiate an impact benefits agreementInuit Impact and Benefit Agreement ("IIBA") with the regional Inuit Association.

The Kivalliq Inuit Association (the "KIA"("KIA")is the Inuit organization that holds surface rightstitle to the Inuit-owned lands in the Kivalliq region and is responsible for administering surface rights on these lands on behalf of the Inuit of the region. In order to conduct exploration work on Inuit-owned lands, the Company is required to submit a project proposal or work plan. This proposal is subject to approval by the KIA for surface land tenure and to review by other boards established by the Land Claims Agreement to determine environmental effects and, if needed, to grant water rights. Federal and territorial government departments participate in the reviews conducted by these boards. For mine development, the Company requires a surface lease and water compensation agreement with the KIA and a licence under federal legislation for the use of water, including the deposit of waste.


During mine construction and operations, the Company is subject to additional Nunavut and federal government regulations related to environmental, safety, fire and other operational matters.

Finland

Mining legislation in Finland consists of the Mining Act, the Mining Decree, the Mining Safety Decree and the Mining Decree, which are currently being amended. Initial proposed amendmentsHoisting Equipment Decree. The new Mining Act was implemented on July 1, 2011 and replaced the previous Mining Act (503/1965) as a result of still on-going overall reform of mining legislation in Finland. Set out below is a general, brief overview of certain relevant aspects of Finnish mining legislation.

2012 ANNUAL REPORT            23

Table of Contents


In Finland, subject to certain area restrictions, anyone has a right irrespective of land ownership to conduct survey work and make geological measurements and observations, with the right to take small samples from the soil provided that these measures do not cause other than only minor damage or inconvenience. However, before sampling, a notice must be given to the Mining Act were releasedowner of the respective land.

A prospecting permit is required for more comprehensive survey work. The prospecting permit entitles its holder to conduct necessary research and exploration in October 2008 witha defined area in order to discover the aim thatquality and extent of a revised Mining Act would come into force in January 2011.deposit and to build or move temporary facilities and machinery onto the prospecting area for such purposes. The Council of State introduced the proposal forprospecting permit does not grant a revised Mining Act (the "Proposal") to Parliament on December 22, 2009, which may be amended during its reading in Parliament. Unless otherwise stated below, this summary reflects the Mining Act as currently in force.

        In Finland, any corporation having its principal place of business or central administration within the European Economic Area is entitled to the same rights to carry out prospecting, to stake a claim andright to exploit a deposit, as any Finnish citizen or corporation.for which purpose a mining permit is required, but it does grant its holder a priority to receive the mining permit on the prospecting area.

        In general, prospecting does not require any special licence fromA mining permit entitles its holder to exploit all minerals found on the authorities, except under certain circumstances as set outmining area defined in the Mining Act. The Proposal does not include any fundamental changes in this respect. If there are no impediments to granting a claim, the Ministry of Employmentpermit as well as all organic and non-organic surface material and the Economy (the "MEE")soil and bedrock, as considered necessary for the purposes of the mining work. In addition to the mining permit, a mining safety permit regarding safety measures of the contemplated mining operations is obliged to grant the applicant a prospecting licence, which is required if the prospector wishes to examine the area in order to determinebuild and operate a mine.

Generally, the sizemining area must either be owned or leased by the permit holder. However, provided that the mining project is required by the public interest, the Council of State of Finland may in certain cases grant a mining area redemption permit, which entitles the holder to establish a mining area without the consent of the landowner if the mining operator and the scopelandowner cannot come to a voluntary agreement regarding use of the deposit. Aland.

The Finnish Safety and Chemicals Agency is responsible for granting prospecting licence is in forcepermits, mining permits and mining safety permits upon an application, provided that statutory requirements are fulfilled. Prospecting permits and mining permits are transferrable and eligible to be pledged as security under Finnish law.

Prospecting permits are issued for one to five years, depending on the scopefixed periods of the search for mineable minerals, and the MEE has no power of discretion as to the material merits of the mining operation. Under the Proposal, a prospecting license would be in force for atime (a maximum period of four years and it couldat a time, which can be extended for three-year periods, up to a maximum of 15 years). Mining permits are generally granted without an expiry date. However, the Safety and Chemicals Agency investigates grounds for the continued existence of the permit at least once every ten years. The Proposal would also changeIn some cases, depending on the licensing authorityprevailing circumstances and the application procedure in order to permit more comprehensive hearingsdeposit, mining permits may only be granted for a fixed period of time (to a maximum period of ten years at a time). Prospecting permits and mining permits may be cancelled if the holder of the parties.permit does not perform mining operations in accordance with the terms of the permit or the permit holder violates rules of the Mining Act.

        In orderWithout specific permission of the National Board of Patents and Registrations of Finland, a right to obtain the rightsapply for and acquire a prospecting permit and/or mining permit is limited to Finnish corporations and individuals and foreign individuals and corporations domiciled in a state belonging to the mineable minerals located on a claim, the claimant must applyEuropean Economic Area.

In addition to the MEE for the appropriation of acompliance with mining patent. When thelegislation, all mining patent procedure has become final regarding all matters other than compensation, the MEE must issue the mining operator a mining certificate which gives the holder the right to fully exploit all mineable minerals found in the mining patent. Under the Proposal, a mining patent is to be replaced by a mining license and, before the mining operator can start exploiting the land, a mining survey under the revised Mining Act by the surveying office would be required. Also, an expropriation license relating to the mining area may be required if the mining operator and the owner of the land cannot come to a voluntary agreement on the use of the land in question for mining purposes. If in the public interest, the expropriation license will be granted by the Council of State to the mining operator. When the mining survey has become final regarding all matters other than compensation and the surveying office's decision has become non-appealable, the mining operator can start exploiting the land.

        Mining operations must be carried out in accordance with the permit terms and with laws and regulations concerning conservation and environmental protection issues. Under the Finnish Environmental Protection Act, mining activities require an environmental permit which may be issued either for a definite or indefinite period of time. The Environmental Protection Act is based on the principles of prevention and minimization of damages and hazards, the application of the best available technology, the application of the best environmental practice and the "polluter pays". principle.

The Act on Compensation for Environmental Damage includes provisions on the compensation for damage to a person or a property resulting from pollution of water, air, or soil, noise, vibration, radiation, light, heat, or smell or other similar nuisances, caused by an activity carried out at a fixed location. This act is based on the principle of strict liability.

In addition to an environmental permit,the permits listed above, mining operators may require several other permits and aremay be subject to other obligations under environmental protectionFinnish legislation.

According to the Act on Environmental Impact Assessment Procedure, certain projects require compliance with an environmental impact assessment procedure. These include major projects with a considerable impact on the environment, such as the excavation, enrichment and handling of metals and other minerals in cases where the excavated material is estimated to exceed 550,000 tonnes annually. Aannually or the operating area exceeds 25 hectares. An environmental permit authority may not give its approval to an activity covered by the scope of the Act on the Environmental Impact Assessment Procedure without having taken an environmental impact assessment report into consideration.


Mexico

Mining in Mexico is subject to the Mining Law, a federal law. Under the Mexican Constitution, all minerals belong to the Mexican Nation. Private parties may explore and extract minerals pursuant to mining concessions granted by the

24            AGNICO-EAGLE MINES LIMITED

Table of Contents



executive branch of the Mexican government, which as a general rule, are granted to whoever first claims them. While the Mining Law touches briefly upon labour, occupational and worker health and safety standards, these are primarily dealt with by the Federal Labour Law. The Mining Law also briefly addresses environmental matters, which are primarily regulated by the General Law of Ecological Balance and Protection of the Environment, also of federal jurisdiction.

The primary agencies with jurisdiction over mining activities are the Ministry of the Economy, the Ministry of Labor and Social Welfare and the Ministry of the Environment and Natural Resources. The National Water Commission has jurisdiction regarding the granting of water rights and the Ministry of Defense with respect to the use of explosives.

Concessions are granted for 50 years, renewable once. The main obligations to keep concessions current are the semi-annual payment of mining duties (taxes), based on the surface area of the concession, and the performance of work in the areas covered by the concessions, which is evidenced by minimum expenditures or by the extraction of ore.


Organizational Structure

The Company's significant subsidiaries (all of which are directly or indirectly wholly-owned by the Company, unless otherwise indicated) are Riddarhyttan, 1715495 Ontario Inc., Agnico-Eagle Mines Sweden Cooperatie U.A., which owns all of the shares of Agnico-Eagle Sweden AB, a Swedish company through which the Company holds its interest in Riddarhyttan,Oijarvi Resources Oy, and Agnico-Eagle AB,Finland Oy, a SwedishFinnish company through which Riddarhyttan holds its interest in the Kittila Mine. In addition, themine is held. The Company's interest in the Pinos Altos Minemine in northern Mexico is held through its direct and indirect wholly-owned Mexican subsidiary, Agnico Eagle Mexico, S.A. de C.V., which is, in turn, owned, in part, by 1641315 Ontario Inc. and Tenedora Agnico Eagle Mexico, S.A. de C.V., which is, in turn, owned in part by Agnico-Eagle Mines Mexico Cooperatie U.A. The Company's only other significant subsidiaries are Agnico-Eagle (Delaware) LLC, Agnico-Eagle (Delaware) II LLCinterest in the La India mine project in Mexico is held through its indirect wholly-owned Mexican subsidiary, Agnico Sonora, S.A. de C.V., which is owned by Grayd, Agnico Eagle Mexico, S.A. de C.V. and Agnico-Eagle (Delaware) III LLC, each a limited liability company organized under the laws of Delaware.Tenedora Agnico Eagle Mexico, S.A. de C.V. The LaRonde Mine (includingmine, the LaRonde Mine extension),Lapa mine, the Goldex Mine,mine project, the Lapa MineMeadowbank mine and the Meadowbank MineMeliadine project are owned directly by the Company.

        TheCertain of the Company's wholly-owned subsidiaries, Servicios Agnico Eagle Mexico, S.A. de C.V. and, Servicios Pinos Altos, S.A. de C.V. and Minera Agave, S.A. de C.V., provide services in connection with the Company's operations in Mexico. Riddarhyttan Resources Oy provides services in connection with the Company's operations at the Kittila Mine in Finland. The Company's operations in the United States are conducted through Agnico-Eagle (USA) Limited.


2012 ANNUAL REPORT            25

Table of Contents


The following chart sets out the corporate structure of the Company, each of its significant subsidiaries and certain other subsidiaries, together with the jurisdiction of organization of the Company and each such subsidiary as at March 22, 2010:11, 2013:

Agnico-Eagle Organizational Chart

GRAPHICGRAPHIC


26            AGNICO-EAGLE MINES LIMITED

Table of Contents



Property, Plant and Equipment

Location Map of the Abitibi Region (as at December 31, 2012)

LOGOGRAPHIC

LaRonde Mine

The LaRonde Minemine is situated approximately 60 kilometres westhalfway between the City of Rouyn-Noranda and the City of Val d'Or in northwestern Quebec (approximately 470 kilometres northwest of Montreal, Quebec) in the municipalities of Preissac and Cadillac. At December 31, 2009,2012, the LaRonde Minemine was estimated to containhave proven mineral reserves of approximately 358,000 ounces of gold comprised of 4.8 million tonnes of ore grading 2.34 grams per tonne and probable mineral reserves of 4.5containing approximately 4.2 million ounces of gold comprised of 29.628.8 million tonnes of ore grading 4.724.54 grams per tonne. The Company's LaRonde Minemine consists of the LaRonde property and the adjacent El Coco and Terrex properties, each of which is 100% owned and operated by the Company. The LaRonde Minemine can be accessed either from Val d'Or in the east or from Rouyn-Noranda in the west, each of which are located approximately 60 kilometres from the LaRonde Minemine via Quebec provincial highway No. 117. The LaRonde Minemine is situated approximately two kilometres north of highway No. 117 on Quebec regional highway No. 395. The Company has access to the Canadian National Railway at Cadillac, Quebec, approximately six kilometres from the LaRonde Mine. The elevation is 337 metres above sea level. mine.

The LaRonde property is relatively flat with a maximum relief of approximately 40 metres. The topography gently slopes down from north to south and is characterized by boreal-type forest on LaRonde and the nearby properties. All of the LaRonde Mine's power requirements are supplied by Hydro-Quebec through connections to its main power transmission grid. Water used in the LaRonde Mine's operations is sourced from Lake Preissac and is transported approximately four kilometres to the minesite through a surface pipeline.

        The LaRonde Minemine operates under mining leases obtained from the Ministry of Natural Resources and Wildlife (Quebec) and under certificates of approval granted by the Ministry of Sustainable Development, Environment, Wildlife and Parks (Quebec). The LaRonde property consists of 3536 contiguous mining claims and one provincial mining lease and covers in total 1,044.91,047.4 hectares. The El Coco property consists of 22 contiguous mining claims and one provincial mining lease and covers in total 356.7 hectares. The Terrex property consists of 21 mining claims that cover in total 424.4 hectares. The mining leases on the LaRonde and El Coco properties expire in 2018 and 2021, respectively, and are automatically renewable for three further ten-year terms upon payment of a small fee. The Company also has twothree surface rights leases that cover in total approximately 122.3301.5 hectares that relate to the water pipeline right of way from Lake Preissac and the eastern extension of the LaRonde tailings pond #7 on the El Coco property. The surface rights leases are renewable annually.


2012 ANNUAL REPORT            27

Table of Contents


Location Map of the LaRonde Mine (as at December 31, 2012)

LOGOGRAPHIC

The LaRonde Minemine includes underground operations at the LaRonde and El Coco properties that can both be accessed from the Penna Shaft, a mill, a treatment plant, a secondary crusher building and related facilities. The El Coco property is subject to a 50% net profits interest in favour of Barrick Gold Corporation ("Barrick") on future production from approximately 500 metres east of the LaRonde property boundary. The remaining 1,500 metres is subject to a 4% net smelter return royalty. This area of the property is now substantially mined out and the Company has not paid royalties since 2004 and does not expect to pay royalties in 2010.2013. In 2003, exploration work started to extend outside of the LaRonde property on toonto the Terrex property where a down-plunge extension of Zone 20 North was discovered. The Terrex property is subject to a 5% net profits royalty to Delfer Gold Mines Inc. and a 2% net smelter return royalty to Barrick. The Company does not expect to pay royalties onin respect of this part of the property in 2010.2013. In addition, the Company owns 100% of the Sphinx property immediately to the east of the El Coco property. In 2012, 18% of the ore processed from the LaRonde mine was extracted from the deeper portion of the LaRonde mine (that is, below Level 245), that was previously referred to as the "LaRonde extension". In 2013, the Company anticipates that approximately 49% of the ore processed will be from this deeper part of the mine.

In 2010,2013, payable gold production at the LaRonde Minemine is expected to declineincrease to approximately 180,000177,000 ounces, and total cash costs per ounce are expected to be approximately $227.$650. The Company expects future byproduct metal recoveries at the LaRonde mine to decline as production continues to shift towards deeper sections of the mine where gold grades are higher and byproduct metals are less prevalent. The decreased byproduct revenues will result in higher total cash costs per ounce attributable to ore extracted from these parts of the mine.

The Abitibi region has a continental climate with average annual rainfall of 64 centimetres and average annual snowfall of 318 centimetres. The average monthly temperatures range from a minimum of -23 degrees Celsius in January to a maximum of 23 degrees Celsius in July. Under normal circumstances, mining operations are conducted year roundyear-round without interruption due to weather conditions. The Company believes that the Abitibi region of northwestern Quebec has sufficient experienced mining personnel to staff its operations in the Abitibi region. The elevation is 337 metres above sea level. The LaRonde property is relatively flat with a maximum relief of approximately 40 metres. The topography gently slopes down from north to south and is characterized by boreal-type forest at LaRonde and the nearby properties. All of the LaRonde mine's power requirements are supplied by Hydro-Quebec through connections to its main power transmission grid. Water used in the LaRonde mine's operations is sourced from Lake Preissac and is transported approximately four kilometres to the minesite through a surface pipeline.


28            AGNICO-EAGLE MINES LIMITED

Table of Contents


Mining and Milling Facilities

Surface Plan of the LaRonde Mine (as at December 31, 2012)

LOGOGRAPHIC

The LaRonde Minemine was originally developed utilizing a 1,207-metre shaft (Shaft #1) and an underground ramp access system. The ramp access system is available down to the Level 25 of Shaft #1 and then continues down to Level 248 at the Penna Shaft. The mineral reserve accessible from Shaft #1 was depleted in September 2000 and Shaft #1 is no longer in use. A second production shaft (Shaft #2), located approximately 1.2 kilometres to the east of Shaft #1, was completed in 1994 to a depth of 525 metres and was used to mine Zones 6 and 7. Both ore zones were depleted in March 2000 and the workings were allowed to flood up to Level 6 (approximately 280 metres). A third shaft (the Penna Shaft), located approximately 800 metres to the east of Shaft #1, was completed down to a depth of 2,250 metres in March 2000. The Penna Shaft is used to mine Zones 20 North, 20 South, 6 and 7. In 2009, as part of the LaRonde Minemine extension, the Company completed construction of an 823-metre internal shaft from Level 206203 to access the ore below Level 245, approximately 2,858 metres below surface.

Production from the deeper levels of the LaRonde mine has only recently started to ramp-up to anticipated steady state levels and there is currently only limited development of stopes in this portion of the mine. As a result, logistical problems, such as congestion in the underground workings, occur from time to time. The Company anticipates that these issues, and any other issues that may prevent or delay extraction and transportation of ore from a particular stope, will be less prevalent when the stope development work at depth is more advanced.

Mining Methods

Four mining methods have historically been used at the LaRonde Mine:mine: open pit for the three surface deposits; sublevel retreat; longitudinal retreat with cemented rock backfill or paste backfill; and transverse open stoping with bothpaste, cemented androck backfill or unconsolidated backfill. The primary source of ore at the LaRonde Minemine continues to be from

2012 ANNUAL REPORT            29

Table of Contents



underground mining methods. During 2009,2012, two of the traditional mining methods were used: longitudinal retreat with cemented rock backfill or paste backfill and transverse open stoping with both cemented androck backfill, paste or unconsolidated backfill. In addition, to address concerns regarding the frequency and intensity of seismic events encountered at the lower levels of the LaRonde mine, a hybrid of these two methods was developed and used. In the underground mine, sublevels are driven at between 30-metre and 40-metre vertical intervals, depending on the depth. Stopes are undercut in 15-metre wide panels. In the longitudinal method, panels are mined in 15-metre sections and backfilled with 100% cemented rock fillbackfill or paste fill from thebackfill. The paste backfill plant was completed in 2000 and is located on the surface at the processing facility. In the transverse open stoping method, approximately 50% of the ore is mined in the first pass and filled with cemented rock fillbackfill or paste fill.backfill. On the second pass, the remainder of the ore is mined and filled with unconsolidated waste rock fillbackfill or cemented paste backfill.


The throughput at LaRonde in 2012 averaged 6,444 tonnes per day compared with 6,593 tonnes per day in 2011. The reduced throughput in 2012 was largely due to the transition to the lower mine, where factors such as heat, congestion and lack of operational flexibility underground negatively impacted the mine's ability to provide the planned tonnage to the mill.

Surface Facilities

Surface facilities at the LaRonde Minemine include a processing plant with a daily capacity of 7,200 tonnes of ore, which has been expanded four times since 1987 from the original rate of 1,630 tonnes per day. Beginning in 1999, transition to the LaRonde Mine poly-metallicmine's poly metallic massive sulphide orebody required several modifications to the processing plant, which consisted ofincluding a new coarse orecoarse-ore handling system, new SAG and ball mill,mills, the addition of a zinc flotation circuit and capacity increases to the existing copper flotation and precious metals circuits. In 2008, the installation of a limited copper/lead separation flotation circuit, following the copper flotation circuit, was completed. Also in 2008, operation of a small cyanidation plant began operation for the treatment of sulphide concentrate from the Goldex Mine, began.mine. A new carbon-in-leach ("CIL") circuit is under construction and is expected to replace the existing LaRonde precious metal Merrill-Crowe circuit at the end of March 2013. The LaRonde mine is also the site for the Lapa Minemine ore processing plant (1,500 tonnes per day), which the Company that was commissioned in the second quarter of 2009.

The ore requires a series of grinding, copper/lead flotation and separation, zinc flotation and zinc tails precious metals leaching circuits, followed by a counter-current decantation circuit and Merrill-Crowe precipitation (which will be replaced by CIL recovery in 2013). Paste backfill and cyanide destruction plants operate intermittently. The tailings area has a dedicated cyanide destruction and metals precipitation plant that water passes through prior to recirculating to the mill. A biological water treatment plant was commissioned in 2005 to address the build-up of thiocyanate in the tailings ponds at the LaRonde mine. This build-up was the result of the high sulphide content of the LaRonde mine ore and 90% recirculation of the process water. The plant uses bacteria to oxidize and destroy thiocyanate and removes phosphate from the water before it is released to the environment.

The Goldex concentrate circuit consists of pulp received from the Goldex mill via truck and subsequent leaching of the pulp with cyanide. The leached material was sent to the Lapa CIL circuit for gold recovery along with Lapa residual pulp until the Goldex circuit ceased to operate in November 2011 following the suspension of mining operations at Goldex on October 19, 2011. The Goldex circuit is currently on standby until mining begins at the M and E Zones of the Goldex mine, which is expected to occur in the second quarter of 2014. At that time, the Goldex circuit tails will be pumped directly into the new LaRonde CIL circuit, which has been designed to handle leached material from both LaRonde and Goldex. The Lapa CIL circuit is expected to be operating near full capacity by then with material from Lapa alone.

The Lapa process consists of a two-stage grinding circuit to reduce the granularity of the ore. A gravity recovery circuit that is incorporated into the grinding circuit recovers up to 45% of the available gold, depending on feed grades. The residual pulp is leached in a conventional CIL circuit to dissolve the balance of the precious metal. A carbon strip circuit recovers the gold from the carbon which is recycled to the leach circuit.

Annual production at the LaRonde mill consistsin 2013 is expected to consist of approximately 63,0002,097,023 ounces of silver, 5,223.4 tonnes of copper, concentrate, up to 2,8001,176.9 tonnes of lead concentrate and 147,00027,298.6 tonnes of zinc concentrate.zinc. Gold recovery at the LaRonde Minemine is distributed approximately 70%as follows: 57.7% in the copper concentrate, 5%6.56% in the lead concentrate, 4.25% in the zinc concentrate and 13% in the refinery.23.49% via leaching.

Mineral Recoveries

During 2009,2012, gold and silver recovery averaged 90.3%89.8% and 87.7%85.49%, respectively. Zinc recovery averaged 87.7%87.13% with a concentrate quality of 54.2%56.13% zinc. Copper recovery averaged 86.2%78.56% with a concentrate quality of 11.6%11.88% copper.

30            AGNICO-EAGLE MINES LIMITED

Table of Contents



Approximately 2.552.36 million tonnes of ore were processed averaging 6,9756,780 tonnes of ore per day at 93.6%95.39% of available time.

The following table sets out the metal recoveries, concentrate grades and contained metals for the 2.55 million2,358,499 tonnes of ore extracted by the Company at the LaRonde Minemine in 2009.2012.

   Copper
Concentrate
(37,918 tonnes
produced)
 Zinc
Concentrate
(80,987 tonnes
produced)
 Lead
Concentrate
(2,096 tonnes
produced)
     

  
 Copper
Concentrate
(63,353 tonnes
produced)
 Zinc
Concentrate
(121,160 tonnes
produced)
 Lead
Concentrate
(427 tonnes
produced)
  
  
  
    
 
 
     

 Head
Grades
 Dore
Produced
 Overall
Metal
Recoveries
 Payable
Production
  Head
Grades
 Grade Recovery Grade Recovery Grade Recovery Overall
Metal
Recoveries
 Payable
Production
 

 Grade Recovery Grade Recovery Grade Recovery 

Gold

 2.75 g/t 77.5 g/t 70.14% 3.03 g/t 5.28% 52.5 g/t 0.18% 32,849 oz 90.32% 203,494 oz  2.362 g/t 79.55 g/t 54.25% 3.25 g/t 4.81% 200.4 g/t 8.01% 89.8% 160,854 oz 


Silver

 62.98g/t 1,547 g/t 61.14% 178.0 g/t 13.54% 2,066 g/t 0.55% 642,304 oz 87.70% 3,919,055 oz  40.156 g/t 1,073 g/t 43.26% 177 g/t 14.78% 3,529.9 g/t 7.22% 85.49% 2,243,674 oz 


Copper

 0.34% 11.61% 86.17%      86.17% 6,671 t  0.242% 11.88% 78.56% 0.42% 5.96% 4.56% 1.87% 81.03% 4,126 t 


Lead

 0.31%     50.85% 2.75%  2.75% 207 t  0.252% 7.14% 45.68% 0.53% 7.22% 53.47% 18% 64.38% 1,058 t 


Zinc

 2.96%   54.25% 87.74%    87.74% 56,186 t  2.203% 4.15% 2.98% 56.13% 87.13% 2.89% 0.2% 90.61% 38,637 t 


Environmental Matters

Currently, water is treated at various facilities at the LaRonde Minemine operations. Water contained in the tailings to be used as underground backfill is treated to degrade cyanide using a sulphur dioxide and air process. The tailings entering the tailings pond are first decanted and the clear water subjected to natural cyanide degradation. This water is then transferred to sedimentation pond #1 to undergo a secondary treatment at a plant located between sedimentation ponds #1 and #2 that uses a peroxy-silicaperoxy-silicate process to destroy cyanide, lime and coagulant to precipitate metals. The tailings pond occupies an area of about 120175 hectares. Waste rock that is not used underground for backfill is brought up to the surface and stored in close proximity to the tailings pond to be used to build coffer dams inside the pond. A waste rock pile containing approximately one million500,000 tonnes of waste and occupying about nine hectares is located west of the mill.

Due to the high sulphur content of the LaRonde mine ore, the Company has had to address toxicity issues in the tailings ponds since the 1990's.1990s. Since introducing and optimizing a biological treatment plant in 2005,2004, the treatment process is now stable and the effluent has remained non-toxic since 2006. In 2006, the Company commenced an ammonia stripping operation ofinvolving an effluent partially treated by the biological treatment plant which allowed an increase in treatment flow rate, while keeping the final effluent toxicity free. In 2009,toxicity-free. Since 2010, the Company has operated ammonia stripping towers to further increase the treatment flow rate of the biological plant, the Company commenced construction of ammonia stripping towers, which should be in operation by April 2010.plant. In addition, water from mine dewatering and drainage water are treated to remove metals prior to discharge at a high-density sludge lime treatment plant located at the LaRonde mill.


Capital Expenditures

In 2006, the Company initiated construction to extend the infrastructure at the LaRonde Minemine to access the ore below Level 245, referred to as245. Hoisting from this deeper part of the LaRonde Mine extension. Themine began in the fourth quarter of 2011 and commercial production was achieved in November 2011. Access to the deeper part of the LaRonde Mine extensionmine is expected to begin contributing to production in 2011. The LaRonde Mine extension infrastructure includesprovided through a new 823-metre internal shaft (completed in November 2009) starting from Level 203, tofor a total depth of 2,858 metres.metres from surface. A ramp will beis used to access the lower part of the orebody (todown to 3,110 metres in depth).depth. The internal winze system will beis used to hoist ore from depth to facilities on Level 215, approximately 2,150 metres below surface, where it will beis transferred to the Penna Shaft hoist. Excavation of the underground mining facilities is in progress.

Capital expenditures at the LaRonde Minemine during 20092012 were approximately $76$75.2 million, which included $37$22.2 million on sustaining capital expenditures and $39$41.9 million comprised primarily of expenditures on the LaRonde Mine extension.in deferred expense. Budgeted 20102013 capital expenditures at the LaRonde Minemine are $96$91.3 million. Another $3 million including $29 million on sustaining capital expenditures and $67 million onwill be added to the LaRonde Mine extension. At the end of 2009, the project capital cost of construction of the LaRonde Mine extension is estimated to be $230 million, of which the Company had incurred $124 million as of the end of 2009.carbon-in-pulp ("CIP") project. Total capital expenditures for the LaRonde Mine and the LaRonde Mine extensionmine are estimated at $403$572.1 million from 20092013 to 2024.2026 (including the CIP project).

2012 ANNUAL REPORT            31

Table of Contents


Development

In 2009,2012, a total of 12,25613,113 metres of lateral development was completed. Development was focused on stope preparation of mining blocks for production in 20092012 and 2010,2013, especially the preparation of the lower mine production horizon. A total of 2,0045,213 metres of development work was completed for the LaRonde Minemine extension mainly for ventilation infrastructure. This development work also included construction work oninfrastructure and the ramp to access the LaRonde Minemine extension.

A total of 14,40013,500 metres of lateral development is planned for 2010.2013. The main focus of development work continues to be stope preparation. The Company plans to developpreparation and prepare the access to Zone 20 South down to Level 245. For the LaRonde Minemine extension a total of 5,365 metres of development is planned mainly to developaccess toward the ramp access from the new shaft to the orebody and to complete infrastructure around the new shaft and for future ventilation infrastructure. At the same time, development work will continue to prepare for mining below Level 245.orebody.

Geology, Mineralization and Exploration

Geology

The LaRonde property is located near the southern boundary of the Archean-age (2.7-billion(2.7 billion years old) Abitibi Subprovince and the Pontiac Subprovince within the Superior Geological Province of the Canadian Shield. The most important regional structure is the Cadillac-Larder Lake (CLL)("CLL") fault zone marking the contact between the Abitibi and Pontiac Subprovinces, located approximately two kilometres to the south of the LaRonde property.

The geology that underlies the LaRonde Minemine consists of three east-west-trending, steeply south-dipping and generally south-facing regional groups of rock formations. From north to south, they are: (i) 400 metres (approximate true thickness) of the Kewagama Group, which is made up of a thick band of interbedded wacke; (ii) 1,500 metres of the Blake River Group, a volcanic assemblage that hosts all the known economic mineralization on the property; and (iii) 500 metres of the Cadillac Group, made up of a thick band of wacke interbedded with pelitic schist and minor iron formation.

Zones of strong sericite and chlorite alteration that enclose massive to disseminated sulphide mineralization (including the ore that is mined for gold, silver, zinc, copper and lead at the LaRonde Mine)mine) follow steeply dipping, east-west-trending, anastomosing shear zone structures within the Blake River Group volcanic units across the property. These shear zones are part of the larger Doyon-Dumagami Structural Zone that hosts several important gold occurrences (including the Doyon gold mine, the Westwood project and the former Bousquet mines) and has been traced for over ten kilometres within the Blake River Group, from the LaRonde Minemine westward to the Mouska gold mine.


Mineralization

The gold-bearing zones at the LaRonde Minemine are lenses of disseminated stringers through to massive, aggregates of coarse pyrite with zinc, copper and silver content. Ten zones that vary in size from 50,000 to 40,000,000 tonnes have been identified, of which four are (or are believed to be) economic. Gold content is not proportional to the total sulphide content but does increase with copper content. Gold values are also higher in areas where the pyrite lenses are crosscut by tightly spaced north-south fractures.

These historical relationships, which were noted at LaRonde Shaft #1's Main Zone, are maintained at the Penna Shaft zones. The zinc-silver (i.e.,(i.e. Zone 20 North) mineralization with lower gold values, common in the upper mine, grades into gold-copper mineralization within the lower mine. Gold value enhancement associated with crosscutting north-south fractures also occurs within the LaRonde Mine. The predominant base metal sulphides within the LaRonde Minemine are chalcopyrite (copper) and sphalerite (zinc).

The Company believes that Zone 20 North is one of the largest gold-bearing massive sulphide mineralized zones known in the world and one of the largest known mineralized zones known in the Abitibi region of Ontario and Quebec. Zone 20 North contains the majority of the mineral reserves and resources at the LaRonde Mine,mine, including 32,467,71727.3 million tonnes of proven and probable mineral reserves grading 4.464.64 grams of gold per tonne, representing 94%95% of the total proven and probable mineral reservereserves at the LaRonde 5,280,356mine, 4.4 million tonnes of indicated mineral resourceresources grading 1.681.80 grams of gold per tonne, representing 82% of the total measured and indicated mineral resources at the LaRonde mine, and 9.6 million tonnes of inferred mineral resources grading 4.02 grams of gold per tonne, representing 81% of the total measured and indicated mineral resource at LaRonde, and 10,322,738 tonnes of inferred mineral resource grading 4.00 grams of gold per tonne, representing 94% of the total inferred mineral resourceresources at LaRonde.

        The depth of Zone 20 North extends between 700 metres below surface and at least 3,500 metres below surface, and possibly lower.remains open at depth. With increased access on the lower levels of the mine (i.e.Levelsbelow Level 215 224, 239 and 245)from the internal shaft on levels 257 and 278), the transformation from a "zinc/silver" orebody to a "gold/copper" deposit is expected to continue during 2010.2013.

Zone 20 North can be divided into an upper zinc/silver-enriched gold-poor zone and a lower gold/copper-enriched zone. The zinc zone has been traced over a vertical distance of 1,700 metres and a horizontal distance of 570 metres, with thicknesses approaching 40 metres. The gold zone has been traced over a vertical distance of over 2,200 metres and a

32            AGNICO-EAGLE MINES LIMITED

Table of Contents



horizontal distance of 900 metres, with thicknesses varying from 3three to 40 metres. The zinc zone consists of massive zinc/silver mineralization containing 50% to 90% massive pyrite and 10% to 50% massive light brown sphalerite. The gold zone mineralization consists of 30% to 70% finely disseminated to massive pyrite containing 1% to 10% chalcopyrite veinlets, minor disseminated sphalerite and rare specks of visible gold. Gold grades are generally related to the chalcopyrite or copper content. At depth, the massive sulphide lens becomes richer in gold and copper. During 2009, 2.42012, 2.0 million tonnes of ore grading 2.632.34 grams of gold per tonne, 63.543.35 grams of silver per tonne, 2.98%2.41% zinc, 0.33%0.26% copper and 0.32%0.28% lead were mined from Zone 20 North.

Exploration

The combined tonnage of proven and probable mineral reserves at the LaRonde Minemine for year-end 20092012 is 34.428.8 million tonnes, which represents a 3% increase13% decrease in the amount compared to year-end 2008.2011 (33.2 million tonnes). This mineral reserve includes the replacement of 2.52.4 million tonnes of ore that were mined in 2009.2012. The Company's ability to sustain its levelreduction in reserves is principally associated with ore mined during 2012 and application of proven and probable mineral reserves was primarily due to continued successful exploration results at depth as well asa mining recovery factor of 95% on the increase in the three-year average gold priceremaining reserves.

Diamond drilling is used for exploration on the year-end 2009 estimates.LaRonde property. In 2012, a total of 252 holes were drilled on the LaRonde property for a total length of 22,255 metres, compared to 181 holes for a total length of 16,190 metres in 2011. Of the drilling in 2012, 222 holes (10,194 metres) were for production stope delineation, 26 holes (8,261 metres) were for definition drilling and 4 holes (3,701 metres) were for exploration. In 2011, 165 holes (8,181 metres) were for production stope delineation, 12 holes (2,614 metres) were for definition drilling and 4 holes (5,396 metres) were for exploration. Expenditures on diamond drilling at the LaRonde mine during 2012 were approximately C$2.8 million, including C$1.6 million in definition and delineation drilling expenses charged to operating costs at the LaRonde mine. Expenditures on exploration in 2012 were C$1.2 million, and are expected to be C$2.1 million in 2013.

        AnThe main focus of the 2012 exploration program was initiated in 2009 to investigatecontinuing the ultimate depthinvestigation of Zone 20 North.North and Zone 6-7 horizons at depth. This program was conducted from the level 215 exploration drift, approximately 2,150 metres below the surface. The first deep hole of thisthe program was completed at the end of 2009 withto a final depthlength of 1,852 metres andmetres. This hole intersected Zone 20 North at a depth of 3,520 metres below surface, which is approximately 410 metres below the current reservesreserve envelope. The intersection returned 14.3 metres (true length)width) grading 3.03 grams of gold per tonne. This programIn 2010, a second branch was conducteddrilled from the Level 215 exploration drift, approximately 2,150this mother hole and returned 4.1 metres grading 1.77 grams of gold per tonne at a depth of 3,595 metres below surface. Another deep hole was initiated in 2011 and intersected Zone 6 horizon in 2012 at a depth of 3,551 meters below surface. The 22.8-meters-thick massive sulfide zone returned 1.58 grams of gold per tonne, 27.1 grams of silver per tonne, 0.38% copper and 3.36% zinc and has the surface, and drilling will continue in 2010.

        In 2009, a total of 268 holes were drilledsame characteristics as other deposits on the LaRonde property for a total lengthproperty. A follow-up campaign is planned in 2013 from level 278 to determine the extent of 30,699 metres, compared to 245 holes for a total length of 28,039 metres in 2008. Of the drilling in 2009, 140 holes (8,272 metres) were for production stope delineation, 114 holes (17,024 metres) were definition drilling and 14 holes (5,403 metres) were for exploration. In 2008, 178 holes (10,323 metres) were for production stope



delineation, 53 holes (7,628 metres) were definition drilling and 14 holes (10,088 metres) were for deep exploration (below Level 245). Expenditures on diamond drilling at the LaRonde Mine during 2009 were approximately $3.3 million, including $1.9 million in definition and delineation drilling expenses charged to operating costs at the LaRonde Mine. Expenditures on exploration in 2009 were $1.3 million, and are expected to be $3.8 million in 2010.deposit.

In addition, some definition and delineation drilling was completedundertaken in the 20 North and 20 South Zones to assist in finalfinalizing mining stope design, mainly of Zone 20 North and Zone 20 South.designs. Zone 20 North was the main focus of the definition drilling completed in 2009. The results of infill2012. Infill drilling in 2009 inmainly from Level 272 to Level 245 confirmed the previous Zone 20 North reserves.

Bousquet and Ellison Properties

The Bousquet property is located immediately west of the LaRonde mine and consists of two mining leases covering 80.0 hectares and 31 claims covering 384.9 hectares. The property, along with various equipment and other mining properties, was acquired from Level 260Barrick in September 2003 for $2.9 million in cash, $1.1 million in common shares of the Company and the assumption of specific reclamation and other obligations related to Level 215, combined with the higher gold price used forBousquet property. The property is subject to a 2% net smelter return royalty interest in favour of Barrick.

From 2004 to 2007, the 2009 year-end mineral reserve and resource estimates, contributed to an increase of mineral reserves of 57,000 ounces of gold (729,000Company recovered 108,407 tonnes of ore grading 2.432.33 grams of gold per tonne). Another focustonne from Zone 4 in a small open pit. In 2006 and 2007, the Company recovered 99,342 tonnes of definition drilling in 2009 was Zone 20 South. This zone was intersected from Level 170 to Level 152 when there were no reserves in 2008 year-end estimates. This represents a net gain of 38,400 ounces of probable mineral reserves (363,000 tonnesore grading 3.297.02 grams of gold per tonne).tonne from two small ore blocks underground at Bousquet. There has been no mining of this property since 2007.

Goldex Mine

        The Goldex Mine, which achieved commercialIn 2011, the Company completed a diamond drilling program consisting primarily of twinning and resampling historic holes to evaluate the production potential of an open pit at Bousquet Zone 5. This work led to a new resource estimate for Zone 5 and an internal feasibility study has been conducted for a resumption of production in August 2008, is located in the City of Val d'Or, Quebec, approximately 60 kilometres east ofZone 5 open pit. This study led to a positive scenario. For the LaRonde Mine. Atwhole Bousquet property, including Zone 5, as at December 31, 2009, the Goldex Mine was estimated to have proven mineral2012, probable reserves oftotalled approximately 338,858 ounces of gold comprised of 5.2 million tonnes of ore grading 2.02 grams gold per tonne and probable mineral reserves of 1.290.2 million ounces of gold comprised of 19.52.9 million tonnes grading 1.88 grams per tonne, as well as indicated mineral resources totalling approximately 9.8 million tonnes grading 2.44 grams of oregold per tonne and inferred mineral resources totalling approximately 4.6 million tonnes grading 2.064.04 grams of gold per tonne.

Location Map2012 ANNUAL REPORT            33

Table of Contents


The Ellison property is located immediately west of the Goldex Mine

GRAPHIC


        The Goldex Mine is accessible by provincial highway. The elevation is approximately 302 metres above sea level. All of the Goldex Mine's power requirements are supplied by Hydro-Quebec through connections to its main power transmission grid. All of the water required at the Goldex Mine is sourced directly by aqueduct from the Thompson River immediately adjacent to the minesite or through recirculation of water from the surface pondBousquet property and the auxiliary tailings pond. For additional information regarding the Abitibi region in which the Goldex Mine is located, see "— Property, Plant and Equipment — LaRonde Mine".

        The Goldex Mine operates under a mining lease obtained from the Ministry of Natural Resources and Wildlife (Quebec) and under certificates of approval granted by the Ministry of Sustainable Development, Environment and Parks (Quebec). The Goldex property, in which the Company has a 100% working interest, consists of 20 contiguous miningeight claims and, since April 2006, one provincial mining lease (98.6 hectares), covering an aggregate of 273.3101.0 hectares. The property is made up of three blocks: the Probe block (122.7 hectares); the Dalton block (10.4 hectares);was acquired in August 2002 for $0.32 million in cash and a commitment to spend $0.49 million in exploration over four years. The commitment was fulfilled in 2004 and the Goldex Extension block (140.2 hectares).property is 100% owned by the Company. The claims are renewable every second year upon payment ofproperty is subject to a small fee. The mining lease expires in 2028 and is automatically renewable for three further ten-year terms upon payment of a small fee. The Company also has one lease covering 418.5 hectares of surface rights that are used for the auxiliary tailings pond. This lease is renewable annually upon payment of a small fee.

        The Goldex Mine includes underground operations that can be accessed from two shafts, a processing plant, an ore storage facility and other related facilities. The Goldex Extension Zone ("GEZ"), which is the gold deposit on which the Company is currently focusing its production efforts, was discovered in 1989 on the Goldex Extension block (although the Company believes a small portion of the GEZ occurs on the Dalton and Probe blocks). Probe Mines Ltd. holds a 5% net smelter return royalty interest in favour of Yorbeau Resources Inc. that varies between 1.5% and 2.5% depending on the Probe block. In 2009,price of gold. Should commercial production from the Ellison property commence, the Company will be required to pay Yorbeau Resources Inc. an additional C$0.5 million in cash.

Expenditures on exploration workin 2012 on both the Bousquet and Ellison properties were C$1.4 million, which includes the cost of drilling 3,850 metres in 12 holes drilled on the Main zone located onEllison property. In 2013, the Probe blockCompany expects to spend C$0.84 million to continue the westoptimization of the current mining area continued.

        In late 1997, the Company completed a mining study that indicated the deposit was not economically viable to mine at the then-prevailing gold price (approximately $323 per ounce of gold) using the mining approach chosen and drill-hole-indicated grade. The property was placed on care and maintenance and the workings were allowed to flood. In February 2005, a new mineral reserve and resource estimate was completed for the GEZ which, coupled with ainternal feasibility study led to a probablecompleted in March 2012 regarding the Bousquet property.

The December 31, 2012 indicated mineral reserve estimate of 1.6 million ounces of gold contained in 20.1resources at Ellison were approximately 0.4 million tonnes of ore grading 2.545.68 grams of gold per tonne. The GEZ resource model was revisedtonne, and in March 2005, the Company approved a feasibility study and the construction of the Goldex Mine. The mine achieved commercial production on August 1, 2008 and has consistently operated at or above the designed rate of 6,900 tonnes per day.

        The Goldex Mine produced 148,849 ounces of gold in 2009 at total cash costs of $365 per ounce. It is anticipated to produce approximately 169,000 ounces of gold in 2010 at estimated total cash costs per ounce of approximately $325.

        Based on the results of a scoping study completed in July 2009, the Company determined to expand the mine and mill operations at the Goldex Mine to 8,000 tonnes per day. This project is expected to be completed in early 2011. Capital costs in connection with the expansion total $10 million, which are expected to be incurred in 2010.


Mining and Milling Facilities

Surface Plan of the Goldex Mine

GRAPHIC

        At the time the Company commenced construction of the Goldex Mine, the surface facilities included a headframe, a hoistroom, a surface building containing a mechanical shop, a warehouse and an office. In addition, the Goldex property had a 790-metre deep shaft (Shaft #1), which provided access to underground workings. Shaft #1 is predominantly used to hoist waste rock from development activities.

        The sinking of a new production shaft was completed in 2007. The new shaft (Shaft #2) is a 5.5-metre diameter shaft with a 50-centimetre thick concrete lining and is used for ventilation as well as hoisting services. Shaft #2 is 865 metres deep and includes five stations. A refurbished friction hoist was installed for production and service duties, and an auxiliary hoist was installed for emergency and personnel service. The production hoist is equipped with one cage-skip. Each skip has a 21.5-tonne capacity, and the shaft can hoist an average of 7,000 to 8,000 tonnes of ore per day.

Mining Method

        The Goldex Mine uses a high volume bulk mining method, which is made possible through the use of large mining stopes. Drilling and blasting of 165-millimetre production holes is used to obtain a muck size large enough to be economically efficient. Using this method requires a percentage of the broken ore to be kept in the stope to reduce the backfilling cost and to reduce sloughing on the walls. Little ore and waste development is necessary to mine out the deposit.

Surface Facilities

        Plant construction at the Goldex Mine commenced in the second quarter of 2006 and was completed in the first quarter of 2008. The plant reached design capacity in the second quarter of 2009. Grinding at the Goldex mill is done through a two-stage circuit comprised of a SAG mill and a ball mill. As part of the 2009 expansion project a surface crusher was added to reduce the size of ore transferred to the surface from 150 millimetres to



50 millimetres. Approximately two-thirds of the gold is recovered through a gravity circuit, passed over shaking tables and smelted on site. The remainder of the gold and pyrite is recovered by a flotation process. The concentrate is then thickened and trucked to the mill at the LaRonde Mine where it is further treated by cyanidation. Gold recovered is consolidated with precious metals from the LaRonde and Lapa Mines. The Company is targeting an average gold recovery of 92.1%.

        In addition, surface facilities at the Goldex Mine include an electrical sub-station, a compressor building, a service building for administration and changing rooms, a warehouse building, a concrete headframe above Shaft #2, a hazardous waste storage facility and a dome covering the ore stockpile. In 2008, the processing plant building was commissioned along with the Manitou pumping station and its associated 24-kilometre pipeline.

Mineral Recoveries

        During 2009, the Goldex mill processed approximately 2.61 million tonnes of ore, averaging approximately 7,163 tonnes of ore treated per day and operating at approximately 95% of available time. The following table sets out the metal recoveries at the Goldex Mine in 2009.

 
 Head
Grades
 Gravity Recovery Flotation-Cyanidation
Recovery
 Global Recovery Payable
Production
 

Gold

  1.98 g/t  107,232 oz  64.10%  41,617 oz  24.9%  148,849 oz  89.0%  148,849 oz 

Environmental Matters

        Environmental permits for the construction and operation of an ore extracting infrastructure at the Goldex Mine were received from the Ministry of Sustainable Development, Environment and Parks (Quebec) in October 2005. The permits also covered the construction and operation of a sedimentation pond for mine water treatment and sewage facilities, and these facilities have been built at the Goldex Mine site. In June 2009, permits were revised to permit the expansion of the mine and mill operations to 8,500 tonnes per day.

        In November 2006, the Company and the Quebec government signed an agreement permitting the Company to dispose of the Goldex tailings at the Manitou minesite, a tailings site formerly used by an unrelated third party and abandoned to the Quebec government. The Manitou tailings site has issues relating to acid drainage and the construction of tailings facilities by the Company and the deposit of tailings from the Goldex plant on the Manitou tailings site was accepted by the Ministry of Sustainable Development, Environment and Parks (Quebec) as a valid rehabilitation plan to address the acid generation problem at Manitou. Under the agreement, the Company managed the construction and operation of the tailings facilities and the Quebec government paid all additional costs above the Company's budget for tailings facilities set out in the Goldex feasibility study. The Quebec government retains responsibility for all environmental contamination at the Manitou tailings site and for final closure of the facilities. In addition, the Company has built a separate tailings deposition area (auxiliary tailings pond) near the Goldex Mine. Environmental permits for the construction and operation of the auxiliary tailings pond at the Goldex Mine were received in March 2007. In 2009, 6,000 tonnes of Goldex tailings were discharged to the auxiliary pond for a total to date of 493,000 tonnes. At the Manitou site, 2.57 million tonnes of Goldex tailings were discharged for a total to date of 3.2 million tonnes.

Capital Expenditures

        Capital expenditures at the Goldex Mine in 2009 were approximately $24 million, which included $4 million on sustaining capital expenditures, $9 million for the mill expansion project, $2 million for exploration, $8 million in deferred development expenses and $1 million for other projects. Sustaining capital expenditures are expected to be $4.5 million in 2010 and $17.6 million over the period from 2010 through 2014.

Development

        During 2009, approximately 5,000 metres of lateral and vertical development were completed at a cost of $12 million. For 2010, 3,115 metres of development is planned with a budget of $10 million (including $9 million for deferred development). In addition, ramp access from Level 49 to Level 37 will be completed in 2010.


Geology, Mineralization and Exploration

Geology

        Geologically, the Goldex property is similar to the LaRonde property and is located near the southern boundary of the Archean-age (2.7 billion years old) Abitibi Subprovince, a typical granite-greenstone terrane located within the Superior Province of the Canadian Shield. The southern contact of the Abitibi Subprovince with the Pontiac Subprovince is marked by the east-southeast trending CLL Fault Zone, the most important regional structural feature. The Goldex deposit is hosted within a quartz diorite sill, the Goldex Granodiorite, located in a succession of mafic to ultramafic volcanic rocks that are all generally oriented west-northwest.

        The GEZ, which hosts all of the current mineral reserves, extends from 500 to 800 metres below the surface and is entirely hosted by the Goldex Granodiorite. The limits of the zone are defined by the intensity of the quartz vein stockwork envelope and by gold assays. The zone is almost egg-shaped; it is over 300 metres tall by 450 metres long (in a west-northwest direction) and its thickness increases rapidly from 25 metres along the east-west edges to almost 150 metres in the centre.

Mineralization

        Gold mineralization at Goldex corresponds to the quartz-tourmaline vein deposit type. The Goldex gold-bearing quartz-tourmaline-pyrite veins and veinlets have strong structural control. The most significant structure directly related to mineralization is a discrete shear zone, the Goldex Mylonite, that is up to five metres wide and occurs within the Goldex Granodiorite, just south of the GEZ and most other gold occurrences. The quartz-tourmaline-pyrite vein mineralization is controlled by minor fracture zones that are oriented west-northwest and dip steeply north or south. The fractures are parallel to but north of the Goldex Mylonite. Within the GEZ are three vein sets, the most important of which are extensional-shear veins dipping 30 degrees south and usually less than 10 centimetres thick. The vein sets and associated alteration combine to form stacked envelopes up to 30 metres thick.

        Strong albite-sericite alteration of the host-rock quartz diorite surrounds the quartz-tourmaline-pyrite veins and covers almost 80% of the mineralized zone; outside of the envelopes, prior chlorite alteration affects the quartz diorite and gives it a darker grey-green colour. Occasionally, enclaves of relatively unaltered medium grey-green-coloured quartz diorite (with no veining or gold) are found within the GEZ; they are included exceptionally as internal waste to allow for a smooth shape, required for mining purposes.

        Most of the gold occurs as microscopic particles that are almost always associated with pyrite, generally adjacent to grains and crystals but also 20% included within the pyrite. The gold-bearing pyrite occurs in the quartz-tourmaline veins and in narrow fractures in the sericite-albite-altered quartz diorite (generally immediately adjacent to the veins). Less than 1.5% of the gold occurs as the mineral calaverite, a gold telluride.

Exploration

        In 2009, 52 holes for a total length of 8,917 metres were drilled at the Goldex Mine with 212 metres of lateral development on Level 84 for exploration purposes. Four zones, all located in the Goldex Granodiorite intrusive, have been drilled. Thirty-three holes for 5,014 metres were drilled in the M-zone (a zone similar to the GEZ located 150 metres above the western end of the GEZ); M-zone is the main contributor to the increase in mineral reserves during 2009. Thirteen holes for 2,275 metres were drilled to define the western end of the S-zone, located 40 metres above the GEZ. Six holes were drilled in the E-zone to initiate the E-zone conversion program (including one hole drilled at depth below the E-zone (GEZ Deep)). Results of the 2009 exploration program converted 3.6 million tonnes of mineral resources at year-end 2008 into 3.2 million tonnes of probable mineral reserves at year-end 2009 and redefined the inferred mineral resources of the S-zone from 0.6were approximately 0.8 million tonnes at year-end 2008 to 1.5 million tonnes at year-end 2009.

        More exploration is needed to define the possible extension or repetition of the zone at depth and in its east-west extensions. The inferred mineralization in the eastern portion of the property extends 175 metres east and 125 metres below the current envelope of probable mineral reserves. The zone is open above Level 73 to the east-southeast for approximately 300 metres.


        The 2010 exploration program is projected to include 28,206 metres of drilling. The primary target is GEZ Deep below the actual production levels. The remainder of drilling will be dedicated to conversion of the E-zone resources to reserves and to explore to the west and east of the GEZ and the south zones.

Kittila Mine

        The Kittila Mine, which commenced commercial production in May 2009, is located approximately 900 kilometres north of Helsinki and 50 kilometres northeast of the town of Kittila in northern Finland. At December 31, 2009, the Kittila Mine was estimated to contain probable mineral reserves of 4.0 million ouncesgrading 5.81 grams of gold comprised of 26.0 million tonnes of ore grading 4.83 grams per tonne. The Kittila Mine is accessible by paved road from the village of Kiistala, which is located on the southern portion of the main claim block. The gold deposit is located near the small village of Rouravaara, approximately ten kilometres north of the village of Kiistala, accessible via a paved road. The property is close to infrastructure, including hydro power, an airport and the town of Kittila. The project also has access to a qualified labour force, including mining and construction contractors.

        The total landholdings surrounding and including the Kittila Mine comprise one mining licence covering an area of approximately 847 hectares, 130 individual tenements (valid claims) covering approximately 11,130 hectares and 152 claim applications covering approximately 13,730 hectares. The mineral titles form a continuous block around the Kittila mining licence. The block has been divided into the Suurikuusikko area, the Suurikuusikko West area and the Kittila mining licence centred at 25.4110 degrees longitude east and 67.9683 degrees latitude north.

        The boundary of the mining licence is determined by ground-surveyed points whereas the boundaries of the other tenements are not required to be surveyed. All of the tenements in the Kittila Mine are registered in the name of Agnico-Eagle AB, an indirect, wholly-owned subsidiary of the Company. According to the Finnish government's land tenure records, all tenements are in good standing. The expiry dates of the tenements vary from April 2010 up to June 2014. Tenements are valid between three and five years, provided a small annual fee is paid to maintain title, and extensions can be granted for three years or more. Agnico-Eagle AB also holds the mining licence in respect of the Kittila Mine. The mine is subject to a 2.0% net smelter return royalty payable to the Republic of Finland starting in 2011.

        The Kittila Mine area is sparsely populated and is situated between 200 and 245 metres elevation above sea level. The topography is characterized by low rolling forested hills separated by marshes, lakes and interconnected rivers. The gold deposit is situated on an area of land that has no special use at present and there is sufficient land available for tailings facilities. Water requirements for the Kittila Mine are sourced from the nearby Seurujoki River, recirculation of water from pit dewatering and tailings pond water. The Kittila region is located within the South-West Lapland zone of the northern boreal vegetation zone characterized by spruce forests, marshes and bogs.

        The mine is located within the Arctic Circle but the climate is moderated by the Gulf Stream off the coast of Norway such that northern Finland's climate is comparable to that of eastern Canada. Winter temperatures range from -10 to -30 degrees Celsius, whereas summer temperatures range from 10 degrees Celsius to the mid-20s. Exploration and mining work can be carried out year round. Because of its northern latitude, winter days are extremely short with a brief period of 24-hour darkness around the winter solstice. Conversely, summer days are very long with a brief period of 24-hour daylight in early summer around the summer solstice. Annual precipitation varies between five and 50 centimetres, one-third of which falls as snow. Snow accumulation usually begins in November and remains until March or April.


Location Map of the Kittila Mine

GRAPHIC

        The Company acquired its 100%, indirect interest in the Kittila Mine through the acquisition of Riddarhyttan completed in November 2005. See "— History and Development of the Company". In June 2006, on the basis of an independently reviewed feasibility study, the Company approved construction of the Kittila Mine. The Kittila Mine is currently an open pit mining operation with underground mining via ramp access expected to be gradually phased in over three years. The initial underground stope was mined in early 2010. Ore is processed in a 3,000-tonne per day surface processing plant that was commissioned in late 2008. Limited gold concentrate production started in September 2008 and gold dore bar production commenced in January 2009. The Kittila Mine is anticipated to produce approximately 147,000 ounces of gold in 2010 at estimated total cash costs per ounce of approximately $502. Over the period of 2010 to 2023, total average gold production of approximately 150,000 ounces annually is anticipated. A scoping study is underway to assess the feasibility of significantly increasing the annual gold production. This could involve sinking a new shaft and expanding the Kittila mill.


Mining and Milling Facilities

Surface Plan of the Kittila Mine

GRAPHIC

        The orebodies at Kittila are being mined initially from two open pits, followed by underground operations to mine the deposits at depth. Additional, smaller open pits will be used to mine any remaining mineral reserves close to the surface in the future. Open pit mining started in May 2008 and the extracted ore was stockpiled. As of December 2009, a total of 862,000 tonnes of ore have been processed, 263,234 tonnes of ore stockpiled and 16.9 million tonnes of waste rock had been excavated. Work on the ramp to access the underground reserves continued and total underground development to date is approximately 9,500 metres.

Mining Methods

        The Kittila Mine currently mines the Suurikuusikko orebody with a 160-metre deep open pit. Ore is mined in 7.5-metre benches together with waste rock using buffer blasting techniques and is loaded selectively to minimize dilution and maximize ore recovery. Hydraulic excavators load ore into 100-tonne trucks that haul the ore to the crusher and the waste rock to the waste disposal area. Approximately 3,000 tonnes of ore per day are fed to the concentrator. Surface mining is expected to continue through 2013, during which time the ramp access to the underground mine will continue to be developed.

        The underground mining method will be open stoping with delayed backfill. Stopes will be from 25 to 40 metres high and yield approximately 10,000 tonnes of ore per stope. To ensure sufficient ore production is available to supply the mill, approximately 5,000 metres of tunnels will be developed each year. After extraction, stopes will be filled with cemented backfill or paste fill to enable the safe extraction of ore in adjacent stopes. Ore will be trucked to the surface crusher via the ramp access system.


Surface Facilities

        Construction of the processing plant and associated equipment was completed in 2008 and facilities on site include an office building, a maintenance facility for the open pit equipment, a warehouse, a maintenance shop, an oxygen plant, a processing plant, a tank farm, a crusher, conveyor housings and an ore bin. In addition, some temporary structures house contractor offices and work areas.

        The ore at Kittila is treated by grinding, flotation, pressure oxidation and carbon-in-leach circuits. Gold is recovered from the carbon in a Zadra elution circuit and is recovered from solution using electrowinning and then poured into dore bars using an electric induction furnace.

Mineral Recoveries

        In 2009, the Kittila mill processed 750,660 tonnes of ore with an availability of 80% for an average throughput of 2,570 tonnes per day. Low mill availability was caused by maintenance issues associated with the autoclave, mainly leaking seals on valves and blocked air pipes caused by continuous start-stop cycles. During the last quarter of 2009, there were very few autoclave stoppages and leaking seals and blocked pipes were not an issue. Mill availability in the fourth quarter of 2009 was 84% with a total throughput of 250,964 tonnes.

        The following table sets out the gold production at the Kittila Mine in 2009:


Head
Grade
Dore
Produced
Overall
Metal
Recovery
Payable
Production

Gold

5.02 g/t72,207 oz59.60%71,838 oz

        Optimization of flotation recoveries has gone well and recoveries in the latter part of the year were consistently greater than 91%. Trials are still in progress with the aim to increase the flotation recovery even further. Batch laboratory flotation test-work is underway to optimize this process.

        At the start of production, carbon-in-leach recoveries were between 60% and 75% but deteriorated quickly and were only approximately 25% by the end of February. Poor recovery was attributed to the formation of a chloride compound in the autoclave resulting in dissolved gold being absorbed by organic carbon contained in the ore before reaching the carbon-in-leach circuit. To reduce and better control the effect of the chloride, changes were made to the flow-sheet. The changes included removing the acidulation stage; stopping the recycling of autoclave discharge back to the autoclave feed; and optimizing the distribution management of the autoclave oxygen.

        By June recovery had improved to 80% and since then, in trials, recoveries have at times reached over 90%. The carbon-in-leach recovery, however, has not been consistent. Further optimization and development work is ongoing.

Environmental Matters

        The Company currently holds a mining licence, an environmental permit and operational permits in respect of the Kittila Mine. All permits necessary to begin production were received during 2008, including an environmental permit update to change from a biological oxidation process to a pressure oxidation process and to change the slopes of the waste rock pile to decrease the footprint.

        The construction of the first phase of the tailings dam and waterproof bottom layer was completed in the fall of 2008. This first phase is sufficient to hold tailings from three years of production. Work began on the second phase in 2009. Water from dewatering the mine and water used in the mine and mill is collected and treated by sedimentation. Emissions and environmental impact are monitored in accordance with the comprehensive monitoring program that has been approved by the Finnish environmental authorities. There are no material environmental liabilities related to the Kittila Mine.


Capital Expenditures

        Capital expenditures at the Kittila Mine during 2009 were approximately $90 million, which included deferred production costs prior to commencement of commercial production as of May 1, 2009, mill modification costs, underground mine development costs, exploration and conversion drilling costs within the mining licence area and sustaining capital costs. The Company expects capital expenditures at the Kittila Mine in 2010 to be approximately $57.3 million, most of which will be used for mining equipment for underground mining, development and construction of underground mining infrastructure and exploration and conversion drilling.

Development

        Mining at the Suurikuusikko open pit progressed throughout 2009 with a total of 781,000 tonnes of ore and nine million tonnes of waste mined from the open pit. The Company expects that 879,000 tonnes of ore and 8.6 million tonnes of waste will be mined from the Suurikuusikko pit during 2010. An additional 116,000 tonnes of ore and 900,000 tonnes of waste is expected to be mined from the Rouravaara pit during 2010. Total costs for open pit development in 2009 were $21 million.

        In 2009, underground development progressed in both the Rouravaara and Suurikuusikko zones with 4,232 metres of ramp and sublevel access development completed during the year. The first test stope was mined near the end of 2009. A total of 2,500 tonnes of ore from development and 1,620 tonnes of stope ore were mined in 2009. The Company expects to complete 5,040 metres of lateral development and 540 metres of vertical development during 2010.

Geology, Mineralization and Exploration

Geology

        The Kittila Mine is situated within the Kittila Greenstone belt, part of the Lapland Greenstone belt in the Proterozoic-age Svecofennian geologic province. The appearance and geology of the area is similar to that of the Abitibi region of the Canadian Shield. In northern Finland, the bedrock is typically covered by a thin but uniform blanket of unconsolidated glacial till. Bedrock exposures are scarce and irregularly distributed.

        The mine area is underlain by mafic volcanic and sedimentary rocks metamorphosed to greenschist assemblages and assigned to the Kittila Group. The major rock units trend north to north-northeast and are near-vertical. The volcanics are further sub-divided into iron-rich tholeiitic basalts (Kautoselka Formation) located to the west and magnesium-rich tholeiitic basalt, coarse volcaniclastic units, graphitic schist and minor chemical sedimentary rocks (Vesmajarvi Formation) located to the east. The contact between these two rock units consists of a transitional zone (the Porkonen Formation) varying between 50 and 200 metres in thickness. This zone is strongly sheared, brecciated and characterized by intense hydrothermal alteration and gold mineralization, features consistent with major brittle-ductile deformation zones. It includes the north-northeast-oriented Suurikuusikko Trend.

Mineralization

        The Porkonen Formation hosts the Kittila gold deposit, which contains multiple mineralized zones stretching over a strike length of more than 25 kilometres. Most of the work has been focused on the 4.5-kilometre stretch that hosts the known gold reserves and resources. From north to south, the zones are Rimminvuoma ("Rimpi-S"), North Rouravaara ("Roura-N"), Central Rouravaara ("Roura-C"), depth extension of Rouravaara and Suurikuusikko ("Suuri/Roura Deep"), Suurikuusikko ("Suuri"), Etela and Ketola. The Suuri and Suuri/Roura Deep zones include several parallel sub-zones that have previously been referred to as Main East, Main Central and Main West. The Suuri zone hosts approximately 53% of the current probable gold reserve estimate on a contained-gold basis, while Suuri/Roura Deep has approximately 23%, Roura-C approximately 13%, Roura-N approximately 3% and Rimpi-S approximately 5%.

        Gold mineralization in these zones is associated with intense hydrothermal alteration (carbonate-albite-sulphide), and is almost exclusively refractory, locked inside fine-grained sulphide minerals: arsenopyrite



(approximately 73%) or pyrite (approximately 23%). The rest is "free gold", which is manifested as extremely small grains of gold in pyrite.

Exploration

        In 1986, the discovery of coarse visible gold in quartz-carbonate veining along a road cut near the village of Kiistala alerted the Geological Survey of Finland ("GTK") to the gold exploration potential of the area. Following this discovery, GTK initiated regional exploration over the area and deployed a wide range of indirect exploration tools to explore this relatively unexplored area. Over the period from 1987 to 2005, GTK and later Riddarhyttan undertook drilling programs and other testing on the property. After it acquired the property in 1998, Riddarhyttan continued to investigate the metallurgical properties of the refractory gold mineralization with the objective of demonstrating its recoverability and assessing suitable processing scenarios and initiated engineering and environmental studies to assess the feasibility of a mining project.

        Most of the work on the mining licence area has focused on the Suuri and Roura zones. Up to the end of December 2009, a total of 1,478 drill holes, totalling 418,449 metres, have been completed on the property. In 2009, between six and 11 drill machines worked on the Kittila property: two to three drills on underground infill drilling; three to eight drills on mine exploration; and one to three drills on resource-to-reserve conversion drilling. A total of 336 holes were completed for a length of 105,886 metres. Of these drill holes, 1160 drill holes (17,138 metres) were for definition drilling, 109 drill holes (32,072 metres) were for conversion drilling and 111 drill holes (56,672 metres) were related to mine exploration. Total expenditures for diamond drilling in 2009 were $21.0 million, including $2.4 million for definition and delineation drilling.

        Exploration during 2009 increased proven and probable gold reserves to 4.0 million ounces (26.0 million tonnes of ore grading 4.8 grams per tonne). Most of the increase came from the Suuri/Roura Deep zone (921,904 ounces) and the Rimpi-S zone (194,694 ounces). Indicated mineral resources increased to 20.5 million tonnes of ore grading 2.1 grams per tonne. Inferred mineral resources were 5.3 million tonnes of ore grading 3.4 grams per tonne. This decrease reflected the successful conversion of resources to reserves, especially in the Suuri/Roura Deep and Rimpi-S zones.

        The main Suuri zone is made up of three roughly parallel subzones, each containing several ore lenses — East, Central and West. The successful deep drilling campaign during 2009 at the Suuri/Roura Deep zone immediately below the Suuri zone has confirmed that most of the Suuri ore lenses can be traced deeper in the Suuri/Roura Deep zone. Mineralization is still open at depth and to the north, and these areas will be further tested in 2010.

        An extensive resource to reserve conversion drilling campaign was carried out at Roura-N and Rimpi-S in 2009. As a result of this work, probable reserves increased by 40,021 ounces from Roura-N and by 198,694 ounces from Rimpi-S. The northernmost part of Rimpi-S is still open at depth and to the north. This area will also be tested in 2010.

        Outside of the Kittila mining licence area, systematic geochemical sampling and diamond drilling continued on targets along the Suurikuusikko Trend, and a number of new targets were tested by diamond drilling. Encouraging results were received from a new gold zone in the Kuotko area located approximately ten kilometres north of the mine construction site as well as from the Hako area located one kilometre north of the mining licence area. A total of 191 diamond drill holes totalling 41,033 metres have been drilled on exploration targets outside of the mining licence area from 2006 to 2008.

        The 2010 exploration budget for the Kittila Mine is approximately $12.6 million ($9.5 million for minesite exploration and $3.5 million for resource to reserve conversion), and includes over 65,000 metres in diamond drilling (40,000 metres for minesite exploration and 25,000 metres for resource to reserve conversion), using up to nine drills throughout the year to help further identify the gold reserve and resource potential of the Kittila property. In addition, $2.0 million of exploration expenditures, including an estimated 13,000 metres of diamond drilling, is planned for exploration along the 25-kilometre Suurikuusikko Trend.


Lapa Mine

The Lapa Mine,mine, which achieved commercial production in May 2009, is located approximately 11 kilometres east of the LaRonde Minemine near Cadillac, Quebec. At December 31, 2009,2012, the Lapa Minemine was estimated to contain proven and probable mineral reserves of 0.80.4 million ounces of gold comprised of 3.22 million tonnes of ore grading 8.26.0 grams per tonne. The Lapa property is made up of the Tonawanda property, which consists of 4344 contiguous mining claims and one provincial mining lease covering an aggregate of 702.4 hectares, and the Zulapa property, which consists of one mining concession of 93.5 hectares. The mining lease at Lapa expires in 2029.

Location Map of the Lapa Mine (as at December 31, 2012)

GRAPHICGRAPHIC

The Company's initial interest in the Lapa property was acquired in 2002 through an option agreement with Breakwater Resources Ltd. ("Breakwater"). The Company undertook an aggressive exploration program and discovered a new gold deposit almost 300 metres below the surface. In 2003, the Company purchased the Lapa property from Breakwater for a payment of $8.9 million, a 1% net smelter return royalty on the Tonawanda property and a 0.5% net smelter return royalty on the Zulapa property. In 2008, the Company purchased all royalties from Breakwater for C$6.35 million. In addition, both the Zulapa and Tonawanda properties are subject to a 5% net profit royalty payable to Alfer Inc. and René Amyot. In

34            AGNICO-EAGLE MINES LIMITED

Table of Contents



2004, an additional claim of 9.4 hectares was added to the Company's holdings at the Lapa Mine.mine. In January 2009, a mining lease covering 66.8366.8 hectares was entered into with the Ministry of Natural Resources and Wildlife (Quebec).

The Lapa Minemine is accessible by provincial highway. The elevation varies between approximately 320 and 390 metres above sea level. All of the Lapa Mine'smine's power requirements are supplied by Hydro-Quebec through connections to its main power transmission grid. All of the water required at the Lapa Minemine is sourced from the Heva river located 3.5 kilometres to the south of the mine. The water is pumped into an existing open pit nearby the property that has been allowed to flood and from which the mine is supplied. The topography slopes relatively gently from north to south. The property is generally covered by a boreal-type forest consisting mainly of black spruce and white pine with minor amounts of birch and poplar.

For additional information regarding the Abitibi region in which the Lapa Minemine is located, see "—"– Property, Plant and Equipment  LaRonde Mine".

Gold production during 20102013 at the Lapa Minemine is expected to be approximately 115,000105,000 ounces at estimated total cash costs per ounce of approximately $506.$787.


Mining and Milling Facilities

Surface Plan of the Lapa Mine (as at December 31, 2012)

GRAPHICGRAPHIC

The Lapa site hosts an underground mining operation and the ore is trucked to the processing facility at the LaRonde Mine,mine, which has been modified to treat the ore, recover the gold and store the residues. Tailings from the Lapa Minemine are deposited in the tailings pond at the LaRonde Mine.mine.

2012 ANNUAL REPORT            35

Table of Contents


In July 2004, the Company initiated the sinking of an 825-metre deep shaft at the Lapa property. In April 2006, 2,800 tonnes of development ore development was extracted at Lapa and was estimated to contain on average 10.65 grams of gold per tonne. TheThese results and results from other sampling methods were incorporated into a feasibility study and in June 2006, the Company accelerated construction of the Lapa Mine.mine. This construction included extending the shaft to a depth of 1,369 metres, which was completed in October 2007. Significant additional construction was required in order for the Lapa Minemine to achieve commercial production in May 2009, including the construction of the mill.

Mining Methods

Two underground mining methods are used at the Lapa Mine:mine: longitudinal retreat with cemented backfill and locally transverse open stoping with cemented backfill. Sublevels are driven at 30-metre vertical intervals. Stopes are mined in 12-metre sections and backfilled with 100% cemented rock fill.backfill. Excavated ore from the Lapa site is trucked via provincial highway to the processing facility at the LaRonde Mine.mine.

Surface Facilities

The infrastructure on the Lapa property includes the refurbished former LaRonde Shaft #1 headframe and shafthouse, service buildings, temporary offices, a settling pond for waste water, dry facilities, an ore bin, a diesel reservoir and a cementwater treatment plant. In November 2007, lateral development began on three horizons. A backfill plant was commissioned in December 2008 and the sedimentation pond was extended in 2007 to control suspended solids from underground dewatering discharge.

Ore at the Lapa Minemine is processed through grinding, gravity and leaching circuits. Dedicated milling facilities have been integrated into the facilitiesmill at the LaRonde Mine.mine. Based on an average ore head grade of 7.296.49 grams per tonne, gold recovery averaged 76.03%79.7% in 2009. At2012. With an average production of 1,750 tonnes per day in 2012, the endmine operated consistently above its design rate of 2009, recovery was close to 80% and recovery is expected to be at the target of 85.65% after modifications to the gravity circuit1,500 tonnes per day. Dilution averaged 64% in 2010. In addition,



the Company is attempting to reduce the mining dilution caused by weaker than expected rock conditions in the south wall, which is mainly composed of talc chlorite schist.2012, a significant improvement over previous years.

Mineral Recoveries

        From the achievement of commercial production in May 2009 to year-end,In 2012, the Lapa Minemine produced 299,430640,832 tonnes of ore grading 7.296.49 grams of gold per tonne. The Lapa processing facility on average treated approximately 1,221640,305 tonnes of ore in 2012 (approximately 1,749 tonnes per day during this period,day) and operated at about 93.8%97.6% of available time.



Head
Grades
Dore
Produced
Overall
Metal
Recoveries
Payable
Production

Gold

  7.29
Gold6.49 g/t 79.7%53,382106,191 oz 
76.03%52,602 oz

Environmental Matters

Water used underground at the Lapa Minemine was initially re-circulated from mine dewatering after settling in the sedimentation pond. The re-circulation led to ammonia contentconcentration in the water, and the Company experienced occasional toxicity problems in the water pond in 2008 and 2009. To address the ammonia content in the water, the Company built a 3.5-kilometre pipeline to obtain fresh water from the Heva River. The pipeline was commissioned in November 20092009. The Company also commissioned a water treatment plant on site in the fourth quarter of 2010 to reduce the ammonia from mine dewatering. Output is currently within the target range at approximately eight parts per million of ammonia and appearsaverage efficiency is at approximately 70%. Optimization of the plant is ongoing.

In the second quarter of 2012, an Oberlin filtration unit located inside the treatment plant was installed to have remediedimprove the toxicity problems.

removal of suspended solids from water coming from the underground operation. A sedimentation pond also is used to remove suspended solids from the dewatering water before either release to the environment or re-use in the underground mining operation. The waste rock pile naturally drains towards the sedimentation pond. A waste rock sampling program implemented during the shaft sinking phase verified the non-acid generating nature of the waste rock. Water effluent from the sedimentation pond is being sampled as required under the Quebec mining effluent guidelines, and is expected to comply with the water quality criteria. The mill residues will be sent to the LaRonde mine tailings area.

36            AGNICO-EAGLE MINES LIMITED

Table of Contents


There are no known environmental liabilities associated with the Lapa site. The Certificates of Authorization to proceed with mine production and with mill construction were issued by the Ministry of Sustainable Development, Environment and Parks (Quebec) in October and December 2007, respectively. The Certificate of Authorization for mill and tailings production was received in 2008.

Capital Expenditures

The Company incurred approximately $44.7$18.4 million in capital expenditures at the Lapa Minemine in 20092012 and expects to incur approximately $31.8$20.7 million in 2010 of which $17.32013, including $13.7 million relates tofor deferred development, $10$5.4 million tofor sustaining capital expenditures (including underground construction and mining equipment) and $3.6$1.6 million for exploration.

Development

In 2009,2012, a total of 10,8746,062 metres of lateral development was completed. Development focused on permanent drifts (ramps and haulage way) and, stope preparation of mining blocks set for production in 20092012 and 2010. Development work was done on three separate horizons: Level 77, Level 1012013 and Level 125.access to the East zone and the Deep Project, which is expected to begin production in 2013.

Geology, Mineralization and Exploration

Geology

The Lapa property is geologically similar to the LaRonde property and is also located near the southern boundary of the Archean-age (2.7-billion-years-old)(2.7 billion years old) Abitibi Subprovince and the Pontiac Subprovince within the Superior Province of the Canadian Shield. The most important regional structure is the CLL fault zone marking the contact between the Abitibi and Pontiac Subprovinces. The fault zone passes through the property from west to east, and is marked by schists and mafic to ultramafic volcanic flows that comprise the Piché group (up to approximately 300 metres thick in the mine area). On the Lapa property, the fault zone displays a "Z" shaped fold to which all of the lithologic groups in the region conform. Feldspathic dykes cut the Piché group, especially



near the fold. North of the Piché group lies the Cadillac sedimentary group, which consists of 500 metres or more of well-banded wacke, conglomerate and siltstone with intercalations of iron formation. The Pontiac group sedimentary rocks (up to approximately 300 metres thick) that occur to the south of the Piché group are similar to the Cadillac group but do not contain conglomerate nor iron formation.

Mineralization

All of the known gold mineralization along the CLL fault zone is epigenetic (late) vein type, controlled by the structure. The mineralization is associated with the fault zone and occurs within or immediately adjacent to the Piché group rocks.

The Lapa deposit is comprised of the Contact zone and five satellite zones. The Contact zone accounts for approximately 85%84% of the mineral reserves.

The ore zones are made up of multiple quartz veins and veinlets, often smoky and anastomosing, within a sheared and altered envelope containing minor sulphides and visible gold. The Contact zone is generally located at the contact between the Piché group and the Cadillac group. The satellite zones are located within the Piché group at a distance varying from ten to 50 metres from the contact with the Cadillac group, except for the Contact North zone, which is located approximately ten metres north of the Contact zone within the Cadillac group. The sheared envelope consists of millimetre-thick foliation bands of biotite or sericite with silica and, in places, cuts across rock units. Quartz veins and millimetre-sized veinlets parallel to the foliation account for 5% to 25% of the mineralization. Visible gold is common in the veins and veinlets but can also be found in the altered host rock. Sulphides account for 1% to 3% of the mineralization; the most common sulphides, in order of decreasing importance, are arsenopyrite, pyrite, pyrrhotite and stibnite. Graphite is also rarely observed as inclusions in smoky quartz veins.

The Contact and satellite zones are tabular mineralized envelopes oriented east-west and dipping very steeply to the north, turning south at depth. The economic portion of the zone has been traced from depths of approximately 450 metres to more than 1,5001,300 metres below surface. The Contact zone has an average strike length of 300 metres, varies in thickness from 2.8 to 5.0 metres and is open at depth. Locally some thicker intervals have been intersected but their continuity has not been demonstrated. The satellite zones have thicknesses similar to the Contact zone.

Exploration

        Drilling in 2009Two exploration diamond drilling programs were completed at the Lapa mine during 2012. The first program concentrated on confirming and expanding the known orebodies (Contact(in the Contact zone and the other satellite zones) in the immediate

2012 ANNUAL REPORT            37

Table of Contents



vicinity of the ore zones. The exploration program at the Lapa Mine in 2009 primarilydrilling tested the eastern area of the Contact zone reserve at roughlyfrom 1,000 metres to 1,500 metres depth below the surface and 300 metres east of the Contact zone reserve limit. Good results, including visible gold, were returned and additional resources were identified. The 20102013 program will focus on expanding mineral resource to mineral reserve conversionresources in this area. Additional drilling was done below Level 128 (the deepest producing level) targeting the Zulapa corridor, which returned good results and allowed for the identification of new resources. Further drilling will be need to be completed in 2013 to evaluate the economics of this area. The second program was executed from the exploration track drift on Level 101 (one kilometre deep) toward the east and from the newly excavated west exploration track drift on Level 101. This program will continue through 2013.

Overall, there was a reduction of approximately 120,000106,000 ounces of gold in gold reserves and resources at Lapa from 2008 to 2009in 2012 after mining 80,000129,000 ounces of gold. The net reduction of 106,000 ounces in reserves was a result of a lower than expectedlower-than-expected grade from 2012 delineation diamond drilling and a decrease in the lower portionmining recovery factor for sill stopes, offset by additional ounces from the deep drilling project. Mineral underground resources at the Lapa mine decreased by 0.8 million tonnes (decrease of 0.4 million tonnes due to conversion of resources below Level 128 of the mineContact zone and a higher dilution factor applied tobelow Level 113 of the reservesEast zone and resources. Thesedecrease of 0.4 million tonnes following the re-interpretation of drilling results are incorporatedand new drilling on the Lapa property). Approximately 0.2 million tonnes of inferred resources were added following underground drilling in the December 31, 2009 mineral reserve2012. Drilling and resource estimate.evaluation will continue in 2013.

In 2009,2012, a total of 353234 holes were drilled on the Lapa property for a total length of 24,94537,699 metres, compared to 170231 holes for a total length of 16,54628,386 metres in 2008.2011. Of the drilling in 2009, 3222012, 177 holes (19,248(11,026 metres) were for production stope delineation 7and 57 holes (1,451 metres) were for definition drilling and 24 holes (4,247(26,672 metres) were for exploration. In 2008, 1342011, 165 holes (6,709(9,257 metres) were for production stope delineation, 21and 66 holes (4,745(19,129 metres) were for definition drilling and 15 holes (5,092 metres) were for deep exploration. Expenditure on diamond drilling at the Lapa Minemine during 20092012 was approximately $2.0$3.0 million, including $1.7$0.9 million in definition and delineation drilling expenses charged to operating costs.

In 2010,2013, the Company expects to spend $4.3$2.6 million on exploration, including $3.6 million for the excavation of a track drift toward the east.exploration. In 2010, 45%2013, 61% of the exploration drilling budget will be used for exploration in close vicinity of the mine infrastructure and 55%39% will be used for drilling from the exploration drift.

Goldex Mine Project

The Goldex mine project, which achieved commercial production in August 2008, is located in the City of Val d'Or, Quebec, approximately 60 kilometres east of the LaRonde mine. On October 19, 2011, the Company suspended mining operations and gold production from the GEZ at Goldex, following the receipt of recommendations from independent consultants to halt underground mining operations during the investigation into geotechnical concerns with the rock above the mining horizon. As a result, the Company wrote off substantially all of its investment in the Goldex mine (approximately $254 million), took a closure provision of approximately $44 million and reclassified all of the remaining 1.6 million ounces of proven and probable gold reserves (approximately 0.9 million ounces of gold in proven reserves (14.8 million tonnes grading 1.87 grams of gold per tonne) and approximately 0.7 million ounces of gold in probable reserves (13.0 million tonnes grading 1.6 grams of gold per tonne) estimated as of December 31, 2010), other than the ore stockpiled on surface, as mineral resources in the third quarter of 2011. The surface stockpile was processed in the Goldex mill by October 30, 2011.

In July 2012, the Company approved the development of the M Zone and the E Zone of the Goldex mine project. Production from these zones is expected to be achieved in the second quarter of 2014. Development work is continuing underground on the M and E Zones. Exploration on the D Zone continues with underground diamond drilling.

The proven and probable reserves at Goldex as at December 31, 2012 were approximately 0.3 million ounces of gold comprised of 7.0 million tonnes grading 1.55 grams per tonne, all in the M and E Zones. Goldex also had measured and indicated resources of approximately 27.2 million tonnes grading 1.84 grams of gold per tonne, and inferred resources of approximately 34.6 million tonnes grading 1.52 grams of gold per tonne as at December 31, 2012.

The Company anticipates that 5,100 tonnes of ore per day grading 1.54 grams per tonne (diluted) will be extracted and processed at the M and E Zones over the next 3.5 years. Commercial production is expected to be achieved during the second quarter of 2014. Total cash costs per ounce are estimated to be approximately $900 in 2013 and estimated 2013 capital expenditures are $70 million.

Certain satellite zones at the Goldex mine project are under evaluation to give more flexibility for the operation and/or extend the mine life.

38            AGNICO-EAGLE MINES LIMITED

Table of Contents


Location Map of the Goldex Mine Project (as at December 31, 2012)

GRAPHIC

The Goldex property is accessible by provincial highway. The elevation is approximately 302 metres above sea level. All of the Goldex mine project's power requirements were supplied by Hydro-Quebec through connections to its main power transmission grid. All of the water that was required at the Goldex mine project was sourced directly by aqueduct from the Thompson River immediately adjacent to the minesite or through recirculation of water from the surface pond and the auxiliary tailings pond. For additional information regarding the Abitibi region in which the Goldex mine project is located, including information with respect to climate, topography, vegetation and mining personnel, see "– Property, Plant and Equipment – LaRonde Mine".

The Goldex mine project operates under a mining lease obtained from the Ministry of Natural Resources (Quebec) and under certificates of approval granted by the Ministry of Sustainable Development, Environment and Parks (Quebec). The Goldex property, in which the Company has a 100% working interest, consists of 22 contiguous mining claims and, since April 2006, one provincial mining lease (98.6 hectares), covering an aggregate of 331.2 hectares. The property is made up of three blocks: the Probe block (130.7 hectares); the Dalton block (10.4 hectares); and the Goldex Extension block (190.1 hectares). The claims are renewable every second year upon payment of a small fee. The mining lease expires in 2028 and is automatically renewable for three further ten-year terms upon payment of a small fee. The Company also has one lease covering 418.5 hectares of surface rights that are used for the auxiliary tailings pond. This lease is renewable annually upon payment of a small fee.

The Goldex property includes underground operations that can be accessed from two shafts, a processing plant, an ore storage facility and other related facilities. The GEZ, which was the gold deposit on which the Company was focusing its production efforts before production was suspended indefinitely on October 19, 2011, was discovered in 1989 on the Goldex Extension block (although the Company believes a small portion of the GEZ occurs on the Probe block). On November 29, 2012, the Company purchased the 5% net smelter return royalty interest on the Probe block from Probe Mines Limited ("Probe") for cash consideration of C$14 million. Up to an additional C$4 million (in cash or common shares of the Company, at the election of Probe) may become payable by the Company to Probe if certain production

2012 ANNUAL REPORT            39

Table of Contents



thresholds are achieved on the Probe block. In 2012, exploration and development work continued on the M Zone and the E Zone.

In late 1997, the Company completed a mining study that indicated the deposit was not economically viable to mine at the then-prevailing gold price (approximately $323 per ounce of gold) using the mining approach chosen and drill-hole-indicated grade. The property was placed on care and maintenance and the workings were allowed to flood. In February 2005, a new mineral reserve and resource estimate was completed for the GEZ which, coupled with a feasibility study, led to a probable mineral reserve estimate of 1.6 million ounces of gold contained in 20.1 million tonnes of ore grading 2.54 grams of gold per tonne. The GEZ resource model was revised and, in March 2005, the Company approved a feasibility study and the construction of the Goldex mine. The mine achieved commercial production on August 1, 2008 and consistently operated at or above the designed rate of 6,900 tonnes per day until its operations were suspended in October 2011.

Based on the results of a scoping study completed in July 2009, the Company determined to expand the mine and mill operations at Goldex to 8,000 tonnes per day. This project was completed in 2010. Capital costs in connection with the expansion totalled $10 million. The crusher for the expansion was commissioned at the end of the first quarter of 2010 at a rate of 7,811 tonnes per day.

The Goldex mine produced 135,478 ounces of gold in 2011 at total cash costs of $472 per ounce. The Goldex mine project is not expected to produce more gold from the GEZ until at least the geotechnical concerns with the rock above the mining horizon are resolved.

Mining and Milling Facilities

Surface Plan of the Goldex Mine Project (as at December 31, 2012)

GRAPHIC

40            AGNICO-EAGLE MINES LIMITED

Table of Contents


At the time the Company commenced construction of the Goldex mine, the surface facilities included a headframe, a hoistroom, a surface building containing a mechanical shop, a warehouse and an office. In addition, the Goldex property had a 790-metre deep shaft (Shaft #1), which provided access to underground workings. Shaft #1 is predominantly used to hoist waste rock from development activities.

The sinking of a new production shaft was completed in 2007. This shaft (Shaft #2) is a 5.5-metre diameter shaft with a 50-centimetre thick concrete lining and is used for ventilation as well as hoisting services. Shaft #2 is 865 metres deep and includes five stations. A refurbished friction hoist was installed for production and service duties, and an auxiliary hoist was installed for emergency and personnel service. The production hoist is equipped with one cageskip. Each skip has a 21.5-tonne capacity and the shaft can hoist an average of 7,000 to 8,000 tonnes of ore per day.

Mining Methods

Prior to the suspension of mining operations on October 19, 2011, the Goldex mine used a high volume bulk mining method, which was made possible through the use of large mining stopes. Drilling and blasting of 165-millimetre production holes was used to obtain a muck size large enough to be economically efficient. Using this method required a percentage of the broken ore to be kept in the stope to reduce the backfilling cost and to reduce sloughing on the walls. Little ore and waste development was necessary to mine out the deposit.

The Company expects to mine the M and E Zones using primary and secondary stope methods. The Company also plans to paste fill to ensure long term stability. For both zones, stopes are planned to be 55 metres high. The width and length will depend on rock mass quality, but an average stope should be approximately 100,000 tonnes. Ore pass systems and scoop trams will be used for the M Zone, while trucks and scoop trams are planned for the E Zone.

Surface Facilities

Plant construction at Goldex commenced in the second quarter of 2006 and was completed in the first quarter of 2008. The plant reached design capacity in the second quarter of 2009. Grinding at the Goldex mill was done through a two-stage circuit comprised of a SAG mill and a ball mill. As part of the expansion project commenced in 2009, a surface crusher was added to reduce the size of ore transferred to the surface from 150 millimetres to 50 millimetres. A lamellar decanter was also added to recover small particles present in the water overflow of the concentrate thickener. The underflow pump of this thickener was upgraded following flotation circuit modification to increase the pull rate of the small particles. Approximately two-thirds of the gold was recovered through a gravity circuit, passed over shaking tables and smelted on site. The remainder of the gold and pyrite was recovered by a flotation process. The concentrate was then thickened and trucked to the mill at the LaRonde mine where it was further treated by cyanidation. Gold recovered was consolidated with precious metals from the LaRonde and Lapa mines. The Company reached an average gold recovery of 93.38% in 2011, prior to the suspension of mining.

A new backfill plant is currently under construction at the surface. The plant will fill stope in the M and E Zones. The tailing thickener underflow will feed the backfill plant and two disk filters will increase the density before the continuous mixer. Cement will be added at a ratio of 6% and then sent to the underground mine with a positive displacement pump. The capacity of the paste production is expected to be 5,500 tonnes per day.

Following the metallurgical tests that have been performed on the M and E Zones, the results show no significant change on the performance obtained. The only factor that will influence the flotation circuit is the cement present in the backfill stope that will be sloping with the ore as dilution. This will require a pH control (using sulphuric acid), a chemicals reservoir and pumps to be added to the mill.

In addition, surface facilities at the Goldex property include an electrical sub-station, a compressor building, a service building for administration and changing rooms, a warehouse building, a concrete headframe above Shaft #2, a hazardous waste storage facility and a dome covering the ore stockpile.

2012 ANNUAL REPORT            41

Table of Contents


Mineral Recoveries

Prior to the suspension of mining operations on October 19, 2011, the Goldex mill processed approximately 2.48 million tonnes of ore, averaging approximately 8,173 tonnes of ore treated per day and operating at approximately 95% of available time. The following table sets out the metal recoveries at the Goldex mine in 2011.

 Head
Grades
 Gravity Recovery Flotation-Cyanidation
Recovery
 Global Recovery Payable
Production
 

Gold1.82 g/t  67.76%  25.63%  93.38% 135,478 oz 

The Company expects that approximately 5,100 tonnes of ore per day will be mined at the M and E Zones.

Environmental Matters

Environmental permits for the construction and operation of an ore extracting infrastructure at the Goldex mine were received from the Ministry of Sustainable Development, Environment and Parks (Quebec) in October 2005. The permits also covered the construction and operation of a sedimentation pond for mine water treatment and sewage facilities, and these facilities were built at the Goldex mine site. In June 2009, the permits were revised to allow the expansion of the mine and mill operations to 8,500 tonnes per day. In June 2012, environmental permits were received for the construction and operation of a paste backfill plant in connection with the development of the M and E Zones.

In November 2006, the Company and the Quebec government signed an agreement permitting the Company to dispose of the Goldex tailings at the Manitou minesite, a tailings site formerly used by an unrelated third party and abandoned to the Quebec government. The Manitou tailings site has issues relating to acid drainage, and the construction of tailings facilities by the Company and the deposit of tailings from the Goldex plant on the Manitou tailings site was accepted by the Ministry of Sustainable Development, Environment and Parks (Quebec) as a valid rehabilitation plan to address the acid generation problem at Manitou. Under the agreement, the Company managed the construction and operation of the tailings facilities and the Quebec government paid all additional costs above the Company's budget for tailings facilities set out in the Goldex feasibility study. The Quebec government retains responsibility for all environmental contamination at the Manitou tailings site and for final closure of the facilities. In addition, the Company built a separate tailings deposit area (auxiliary tailings pond) near the Goldex mine. Environmental permits for the construction and operation of the auxiliary tailings pond were received in March 2007. In 2011, 237,615 tonnes of Goldex tailings were discharged to the auxiliary pond for a total to date of 764,077 tonnes. At the Manitou site, 2.20 million tonnes of Goldex tailings were discharged for a total to date of 8.095 million tonnes. In 2012, no tailings were sent to the auxiliary tailings pond or to the Manitou tailings site.

A new dyke was built in the summer of 2011 in the auxiliary tailings pond to create a second polishing basin to reduce total suspended solids in the discharged water during spring time. Construction of this dyke was necessary following a notice of infraction received in 2011 from the Quebec Ministry of Environment for exceeding of the permitted total suspended solids.

Following suspension of mining operations at the Goldex property, the mine closure costs were revised to account for the change in conditions at the site. The estimated total for the closure costs of the Goldex mine is approximately $51.4 million, comprised of the following: $1.2 million for demolition, $1 million for engineering, $0.45 million for site preliminary works, $5.4 million for mining site rehabilitation (primarily for backfilling of the zone with high subsidence), $23.2 million for rock grouting and soil improvement, $0.26 million for revegetation of the site, $0.06 million to rehabilitate the sedimentation pond, $0.2 million to rehabilitate the waste rock pile, $1.03 million to rehabilitate the South Tailings basin area, $0.7 million for geotechnical and environmental monitoring, $17.6 million for property purchases and $0.3 million for Baie-Dorée road rehabilitation. In addition, a separate provision of approximately $4.6 million exists for the remaining participation of the Company in the rehabilitation of the Manitou site. In 2011 and 2012, the Company spent $7.7 million and $21.5 million, respectively, on mine closure costs at Goldex.

Capital Expenditures

As a result of the Goldex mine closure, from January to mid-October 2012, Goldex was considered an exploration project and, accordingly, none of the expenses incurred at Goldex were capitalized. A feasibility study for the M and E Zones was completed in mid-October 2012, which demonstrated the potential for a new mining project at the M and E Zones.

42            AGNICO-EAGLE MINES LIMITED

Table of Contents



Accordingly, from mid-October until the end of 2012, all expenses were capitalized at Goldex. Total expenditures at Goldex in 2012 were $26.7 million for development of the M and E Zones and $14.3 million for remediation.

Capital expenditures of $70 million have been approved to further develop the M Zone and the E Zone in 2013. This amount includes $21 million for the paste plant and $5 million for new mining equipment and infrastructure refurbishing. The sustaining capital for the life of mine is approximately $26 million.

Development

During 2011, approximately 4,256 metres of lateral and vertical development were completed at a cost of $15.3 million, including development following the suspension of mining operations on October 19, 2011. At the present time, development work continues underground on the M Zone, and exploration continues with diamond drilling. In 2012, 4,534 metres of development were completed at a total cost of $23.7 million to develop the M Zone and the E Zone and for exploration of the D Zone.

Development work continues underground on the M and E Zones. A total of 4,800 metres of development at a cost of approximately $23 million is planned for both zones in 2013. In 2014, 4,320 metres will be required to complete the development of the M and E Zones.

Geology, Mineralization and Exploration

Geology

The Goldex property is located near the southern boundary of the Archean-age (2.7 billion years old) Abitibi Subprovince, a typical granite-greenstone terrane located within the Superior Province of the Canadian Shield. The southern contact of the Abitibi Subprovince with the Pontiac Subprovince is marked by the east-southeast trending CLL Fault Zone, the most important regional structural feature. The Goldex deposit is hosted within a quartz diorite sill, the "Goldex Granodiorite", located in a succession of mafic to ultramafic volcanic rocks that are all generally oriented west-northwest.

The GEZ extends from 500 to 800 metres below the surface and is entirely hosted by the Goldex Granodiorite. The limits of the zone are defined by the intensity of the quartz vein stockwork envelope and by gold assays. The zone is almost egg-shaped; it is over 300 metres tall by 450 metres long (in a west-northwest direction) and its thickness increases rapidly from 25 metres along the east-west edges to almost 150 metres in the centre.

In 2012, exploration efforts at Goldex were focused on the M Zone, E Zone and D Zone. These zones are defined by quartz tourmaline veins and gold assays are similar to the GEZ. The M Zone has been defined as having a length of 160 metres, a height of 120 metres and a thickness of 115 metres. The E Zone is adjacent to the eastern end of the GEZ, and has a length of 150 metres, a height of 150 metres and a thickness of 100 metres. The D Zone is approximately 150 metres below the GEZ and close to 1,500 metres below the surface. It appears to have an approximate length of 500 metres.

Mineralization

Gold mineralization at Goldex corresponds to the quartz-tourmaline vein deposit type. The Goldex gold-bearing quartz-tourmaline-pyrite veins and veinlets have strong structural control. The most significant structure directly related to mineralization is a discrete shear zone, the Goldex Mylonite, that is up to five metres wide and occurs within the Goldex Granodiorite, just south of the GEZ and north of the M Zone. The quartz-tourmaline-pyrite vein mineralization is controlled by minor fracture zones that are oriented west-northwest and dip steeply north or south. The fractures are parallel to, but north of, the Goldex Mylonite. Within the GEZ and the M and E Zones are three vein sets, the most important of which are extensional-shear veins dipping 30 degrees south and usually less than 10 centimetres thick. The vein sets and associated alteration combine to form stacked envelopes up to 30 metres thick.

2012 ANNUAL REPORT            43

Table of Contents


Strong albite-sericite alteration of the host-rock quartz diorite surrounds the quartz-tourmaline-pyrite veins and covers almost 80% of the mineralized zone; outside of the envelopes, prior chlorite alteration affects the quartz diorite and gives it a darker grey-green colour. Occasionally, enclaves of relatively unaltered medium grey-green-coloured quartz diorite (with no veining or gold) are found within the GEZ and the M and E Zones; they are included exceptionally as internal waste to allow for a smooth shape, required for mining purposes.

Most of the gold occurs as microscopic particles that are almost always associated with pyrite, generally adjacent to grains and crystals but also 20% included within the pyrite. The gold-bearing pyrite occurs in the quartz-tourmaline veins and in narrow fractures in the sericite-albite-altered quartz diorite (generally immediately adjacent to the veins). Less than 1.5% of the gold occurs as the mineral calaverite, a gold telluride.

Exploration

Three different zones in the Goldex granodiorite intrusive were drilled in 2012. The main exploration focus was the D Zone, with 41.9 kilometres of drilling (representing approximately 60% of total drilling). 12.7 kilometres (18%) were drilled in the satellite zones above the M Zone and 15.5 kilometres (22%) were drilled in the E Zone sector to the east of the GEZ.

In 2012, $14.1 million was spent on exploration at Goldex. A total of 202 holes were drilled using diamond drilling methods for a total length of approximately 70.1 kilometres, compared to 107 holes for a total length of approximately 47 kilometres in 2011. Expenses in 2012 included the extension of the exploration ramp to level 95 and general costs for underground activities (such as electricity and pumping expenses) amounting to approximately $5 million and a study of the D Zone at a cost of $0.32 million.

The 2013 exploration program is budgeted to include 21.6 kilometres of diamond drilling at a cost of $3.5 million. The primary target is the upper portion of the D Zone, where 17 kilometres of drilling is planned. An additional 4.6 kilometres of drilling is planned for the satellites zones above the M Zone (M2-M5) and the S Zone. In 2013, a geo-mechanical study relating to mineralized zones is also planned at an expected cost of $0.5 million. Accordingly, the aggregate cost of the 2013 exploration program is expected to be $4 million.

Kittila Mine

The Kittila mine, which commenced commercial production in May 2009, is located approximately 900 kilometres north of Helsinki and 50 kilometres northeast of the town of Kittila in northern Finland. At December 31, 2012, the Kittila mine was estimated to contain proven and probable mineral reserves of 4.8 million ounces of gold comprised of 33.1 million tonnes of ore grading 4.49 grams per tonne. The Kittila mine is accessible by paved road from the village of Kiistala, which is located on the southern portion of the main claim block. The gold deposit is located near the small village of Rouravaara, approximately ten kilometres north of the village of Kiistala, accessible via a paved road. The property is close to infrastructure, including hydro power, an airport and the town of Kittila. The project also has access to a qualified labour force, including mining and construction contractors.

The total landholdings surrounding and including the Kittila mine comprise one mining licence (licence area of 845 hectares and licence extension application area of 288 hectares) and 236 tenements covering approximately 21,212 hectares. The mineral titles form a continuous block around the Kittila mining licence. The block has been divided into the Suurikuusikko area, the Suurikuusikko West area, the Suurikuusikko East area and the Kittila mining licence centred at 25.4110 degrees longitude east and 67.9683 degrees latitude north.

The boundary of the mining licence is determined by ground-surveyed points whereas the boundaries of the other tenements are not required to be surveyed. All of the tenements in the Kittila mine are registered in the name of Agnico-Eagle Finland Oy, an indirect, wholly-owned subsidiary of the Company. According to the Finnish government's land tenure records, all tenements are in good standing. The expiry dates of the tenements vary from June 2013 to August 2017. Tenements are initially valid for four years, provided exploration work in the area is reported annually and a small annual fee is paid to maintain title; extensions for titles can be granted for 11 additional years on payment of a slightly higher fee and active exploration in the area. Agnico-Eagle Finland Oy also holds the mining licence in respect of the Kittila mine. The mine is subject to a 2.0% net smelter return royalty payable to the Republic of Finland.

The Kittila mine area is sparsely populated and is situated between 200 and 245 metres above sea level. The topography is characterized by low rolling forested hills separated by marshes, lakes and interconnected rivers. The gold deposit is situated on an area of land that has no special use at present and there is sufficient land available for tailings facilities. Water requirements for the Kittila mine are sourced from the nearby Seurujoki River, recirculation of water from pit

44            AGNICO-EAGLE MINES LIMITED

Table of Contents



dewatering and tailings pond water. The Kittila region is located within the South-West Lapland zone of the northern boreal vegetation zone characterized by spruce forests, marshes and bogs.

The mine is located within the Arctic Circle but the climate is moderated by the Gulf Stream off the coast of Norway such that northern Finland's climate is comparable to that of eastern Canada. Winter temperatures range from -10 to -30 degrees Celsius, whereas summer temperatures range from 10 degrees Celsius to the mid-20s. Exploration and mining work can be carried out year-round. Because of its northern latitude, winter days are extremely short with a brief period of 24-hour darkness around the winter solstice. Conversely, summer days are very long with a brief period of 24-hour daylight in early summer around the summer solstice. Annual precipitation varies between five and 50 centimetres, one-third of which falls as snow. Snow accumulation usually begins in November and remains until March or April.

Location Map of the Kittila Mine (as at December 31, 2012)

GRAPHIC

The Company acquired its 100%, indirect interest in the Kittila mine through the acquisition of Riddarhyttan completed in November 2005. See "– History and Development of the Company". In June 2006, on the basis of an independently reviewed feasibility study, the Company approved construction of the Kittila mine. Mining at Kittila started initially as open pit mining. This open pit mining was completed in November 2011 and all mining is currently carried out from the underground via ramp access. The initial underground stope was mined in early 2010. Ore is processed in a 3,000-tonne per day surface processing plant that was commissioned in late 2008. Limited gold concentrate production started in September 2008 and gold dore bar production commenced in January 2009. During 2010, throughput at the Kittila mine occurred at design levels and gold recoveries continued to improve. The Kittila mine is anticipated to produce approximately 173,708 ounces of gold in 2013 at estimated total cash costs per ounce of approximately $565. Over the period of 2013 to 2043, total annual average gold production of approximately 141,442 ounces is anticipated. A scoping study is underway to assess the feasibility of significantly increasing the annual gold production.

2012 ANNUAL REPORT            45

Table of Contents


Mining and Milling Facilities

Surface Plan of the Kittila Mine (as at December 31, 2012)

GRAPHIC

The orebodies at Kittila were mined initially from two open pits, followed by underground operations to mine the deposits at depth. Additional, smaller open pits will be used to mine any remaining mineral reserves close to the surface in the future. Open pit mining started in May 2008 and the extracted ore was stockpiled. As of December 2012, a total of 3.9 million

46            AGNICO-EAGLE MINES LIMITED

Table of Contents



tonnes of ore have been processed, including ore both from the open pits and underground, 0.46 million tonnes of ore are currently stockpiled and 33.1 million tonnes of waste rock have been excavated. Work on the ramp and other work to access the reserves underground continued throughout 2012. Total underground (lateral and vertical) development at the end of 2012 is approximately 29,000 metres. Underground mining commenced in the fourth quarter of 2010 and, at the end of 2012, a total of 0.93 million tonnes of ore has been mined from the underground portion of the mine.

Mining Methods

At the Kittila mine, the Suurikuusikko and the Rouravaara orebodies are currently mined by underground mining methods and access to the underground mine is via ramp. Approximately 3,000 tonnes of ore per day are fed to the concentrator. The underground mining method is open stoping with delayed backfill. Stopes are between 25 and 40 metres high and yield approximately 10,000 tonnes of ore per stope. To ensure sufficient ore production is available to supply the mill, over 6,000 metres of tunnels will be developed each year. After extraction, stopes are filled with paste backfill or cemented backfill to enable the safe extraction of ore in adjacent stopes. Ore will be trucked to the surface crusher via the ramp access system.

Surface mining finished in 2012; mining stopped at the Rouvaara open pit in April 2012 and mining at the Suurikuusikko pit was completed in early November.

Surface Facilities

Construction of the processing plant and associated equipment was completed in 2008 and facilities on site include an office building, a maintenance facility for the open pit equipment, a warehouse, a maintenance shop, an oxygen plant, a processing plant, a paste backfill plant, a tank farm, a crusher, conveyor housings and an ore bin. In addition, some temporary structures house contractor offices and work areas.

The ore at Kittila is treated by grinding, flotation, pressure oxidation and CIL circuits. Gold is recovered from the carbon in a Zadra elution circuit and is recovered from the solution using electrowinning and then poured into dore bars using an electric induction furnace.

Mineral Recoveries

In 2012, the Kittila mill processed 1,090,365 million tonnes of ore with an availability of 86% for an average throughput of 2,996 tonnes per day.

The following table sets out the gold production at the Kittila mine in 2012:


Head
Grade
Overall
Metal
Recovery
Payable
Production

Gold5.68 g/t88.3%175,878 oz

Ore processing at Kittila consists of two stages. In the first stage, ore is enriched by flotation and in the second stage the gold is extracted by pressure oxidation and cyanide-in-leach processes. Flotation recoveries were very stable and continued to improve during 2012. They averaged 94.8% during the year.

Recoveries in the second stage of the process were also very stable and good in 2012, averaging 93.2% over the year. Modifications done in 2012 inside the autoclave resulted in better oxygen distribution and sludge flow resulting in improved recoveries. Test work will continue in 2012 to try to further improve the control of the process.

Environmental Matters

The Company currently holds a mining licence, an environmental permit and operational permits in respect of the Kittila mine. All permits necessary to begin production were received during 2008.

The construction of the first phase of the tailings dam and waterproof bottom layer was completed in the fall of 2008. This first phase is sufficient to hold tailings from three years of production. Work began on the second phase in 2009 and continues according to plans and permit requirements. Water from dewatering the mine and water used in the mine and

2012 ANNUAL REPORT            47

Table of Contents



mill is collected and treated by sedimentation. Emissions and environmental impact are monitored in accordance with the comprehensive monitoring program that has been approved by the Finnish environmental authorities. Work on enhancing the scrubbing of mill gases initiated in 2012 was postponed to 2014 due to reviews by authorities of the permit levels. There are no material environmental liabilities related to the Kittila mine.

Capital Expenditures

Capital expenditures at the Kittila mine during 2012 totaled approximately 59.9 million, which included paste backfill plant construction, mill modification, underground development, exploration and conversion drilling costs within the mining licence area and sustaining capital costs. The Company expects capital expenditures at the Kittila mine to be approximately $49 million in 2013, most of which will be used for mining equipment, development and construction of underground infrastructure and exploration and conversion drilling on the mining licence area.

Development

Open pit mining was completed at the Roura pit in April 2012 and at the Suurikuusikko pit in November 2012. A total of 492,178 tonnes of ore were mined from the Suurikuusikko pit and 86,130 tonnes of ore were mined from the Roura pit in 2012.

In 2012, underground development continued in both the Suurikuusikko and Rouravaara zones. 7,518 metres of ramp and sublevel access development was completed during the year. A total of 118,000 tonnes of ore from development and 523,000 tonnes of stope ore were mined in 2012. The Company expects to complete 8,223 metres of lateral development and 635 metres of vertical development during 2013.

Geology, Mineralization and Exploration

Geology

The Kittila mine is situated within the Kittila Greenstone belt, part of the Lapland Greenstone belt in the Proterozoic-age Svecofennian geologic province. The appearance and geology of the area is similar to that of the Abitibi region of the Canadian Shield. In northern Finland, the bedrock is typically covered by a thin but uniform blanket of unconsolidated glacial till. Bedrock exposures are scarce and irregularly distributed.

The mine area is underlain by mafic volcanic and sedimentary rocks metamorphosed to greenschist assemblages and assigned to the Kittila group. The major rock units trend north to north-northeast and are near-vertical. The volcanics are further sub-divided into iron-rich tholeiitic basalts (Kautoselka Formation) located to the west and magnesium-rich tholeiitic basalt, coarse volcaniclastic units, graphitic schist and minor chemical sedimentary rocks (Vesmajarvi Formation) located to the east. The contact between these two rock units consists of a transitional zone (the Porkonen Formation) varying between 50 and 200 metres in thickness. This zone is strongly sheared, brecciated and characterized by intense hydrothermal alteration and gold mineralization, features consistent with major brittle-ductile deformation zones. It includes the north-northeast-oriented Suurikuusikko Trend.

Mineralization

The Porkonen Formation hosts the Kittila gold deposit, which contains multiple mineralized zones stretching over a strike length of more than 25 kilometres. Most of the work has been focused on the 4.5-kilometre stretch that hosts the known gold reserves and resources. From north to south, the zones are Rimminvuoma ("Rimpi-S"), the deep extension of Rimminvuoma ("Rimpi Deep"), North Rouravaara ("Roura-N"), Central Rouravaara ("Roura-C"), depth extension of Rouravaara and Suurikuusikko ("Suuri/Roura Deep"), Suurikuusikko ("Suuri"), Etela and Ketola. The Suuri and Suuri/Roura Deep zones include several parallel sub-zones that have previously been referred to as Main East, Main Central and Main West. The Suuri zone hosts approximately 26% of the current probable gold reserve estimate on a contained-gold basis, while Suuri Deep has approximately 19%, Roura-C approximately 7%, Roura Deep approximately 22%, Roura-N approximately 1%, Rimpi Deep approximately 19%, Rimpi-S approximately 5%, Ketola approximately 1% and Etela approximately 0.2%.

Gold mineralization in these zones is associated with intense hydrothermal alteration (carbonate-albite-sulphide), and is almost exclusively refractory, locked inside fine-grained sulphide minerals: arsenopyrite (approximately 73%) or pyrite (approximately 23%). The rest is "free gold", which is manifested as extremely small grains of gold in pyrite.

48            AGNICO-EAGLE MINES LIMITED

Table of Contents


Exploration

In 1986, the discovery of coarse visible gold in quartz-carbonate veining along a road cut near the village of Kiistala alerted the Geological Survey of Finland ("GTK") to the gold exploration potential of the area. Following this discovery, GTK initiated regional exploration over the area and deployed a wide range of indirect exploration tools to explore this relatively unexplored area. From 1987 to 2005, GTK, and later Riddarhyttan, undertook drilling programs and other testing on the property. After it acquired the property in 1998, Riddarhyttan continued to investigate the metallurgical properties of the refractory gold mineralization with the objective of demonstrating its recoverability and assessing suitable processing scenarios and initiated engineering and environmental studies to assess the feasibility of a mining project.

Diamond drilling is used for exploration on the Kittila property. Most of the work on the mining licence area has focused on the Suuri and Roura zones. As of December 31, 2012, a total of 2,625 drill holes, totalling 762,554 metres, have been completed on the property. In 2012, between three and eight drill machines worked on the Kittila property: one to two drills on underground infill drilling; two to six drills on mine exploration; and one to two drills on resource-to-reserve conversion drilling. A total of 330 drill holes were completed for a length of 70,897 metres. Of these drill holes, 232 (21,040 metres) were for definition drilling, 37 (7,959 metres) were for conversion drilling and 61 (41,898 metres) were related to mine exploration. Total expenditures for diamond drilling in 2012 were $16.2 million, including $2.8 million for definition and delineation drilling

In 2012, proven and probable gold reserves decreased by 0.4 million ounces to 4.8 million ounces (33.1 million tonnes of ore grading 4.49 grams per tonne). This decrease was primarily due to a combination of the introduction of more stringent criteria for determining the cut-off, a more conservative stope-design and production planning process and higher operating costs. The Rimpi Deep zone was the only zone where reserves increased (+0.9 million ounces) as a result of exploration drilling. Indicated mineral resources decreased by 5.1 million tonnes to 7.9 million tonnes of ore grading 2.65 grams per tonne. Inferred mineral resources increased by 11.0 million tonnes to 19.0 million tonnes of ore grading 3.88 grams per tonne.

A successful deep drilling program in 2012 at the Rimpi Deep zone, which is located immediately below the Rimpi-S zone, has converted a large amount of inferred resources into probable reserves in this area. The gold mineralization in Rimpi Deep is still open at depth and to the north.

A resource-to-reserve conversion drilling campaign was carried out at Suuri, Roura and Rimpi-S in 2012, which did not increase reserves significantly.

Outside of the Kittila mining licence area, systematic diamond drilling and target focused ground geophysics continued along the Suurikuusikko Trend, and a number of new targets were tested by diamond drilling. Encouraging results were obtained from new gold zones in the Kuotko West area located approximately 10 kilometres north of the Kittila mine site. A total of 44 diamond drill holes totalling 15,436 metres were drilled on exploration targets outside of the mining licence area in 2012.

The 2013 exploration budget for the Kittila mine is approximately $7.4 million ($6.2 million for minesite exploration and $1.2 million for resource-to-reserve conversion) and includes over 24,600 metres in diamond drilling (16,200 metres for minesite exploration and 8,400 metres for resource-to-reserve conversion), using up to four drills throughout the year to help further identify the gold reserve and resource potential of the Kittila property.

In addition, $2.6 million of exploration expenditures, including an estimated 11,000 metres of diamond drilling, is planned for exploration along the 25-kilometre Suurikuusikko Trend in 2013.

2012 ANNUAL REPORT            49

Table of Contents


Pinos Altos Mine

The Pinos Altos Mine commencedmine achieved commercial production in November 2009. It is located on an 11,000-hectare property in the Sierra Madre gold belt, 285 kilometres west of the City of Chihuahua in the State of Chihuahua in northern Mexico. At December 31, 2009,2012, the Pinos Altos Minemine, including the Creston Mascota deposit, was estimated to contain proven and probable mineral reserves of 3.42.7 million ounces of gold and 9474.4 million ounces of silver comprised of 42.038.1 million tonnes of ore grading 2.522.21 grams of gold per tonne and 69.3960.71 grams of silver per tonne. The Pinos Altos property is made up of threetwo blocks: the ParrenaAgnico Eagle Mexico Concessions (19(22 concessions, 6,041.126,810.2 hectares), the Madrono Concessions (17 concessions, 873.3 hectares) and the Pinos Altos Concession (one concession, 4,192.2Concessions (18 concessions, 5,053.1 hectares).

Location Map of the Pinos Altos Mine (as at December 31, 2012)

GRAPHICGRAPHIC

        The Madrono Concessions (which cover approximatelyApproximately 74% of the current Pinos Altos mineral resource)reserves and resources are subject to a net smelter royalty of 3.5% payable to Minerales El MadronoPinos Altos Explotación y Exploración S.A. de C.V. ("Madrono"PAEyE"). The Pinos Altos Concession (which covers approximately and the remaining 26% of the current mineral resource) isreserves and resources at Pinos Altos are subject to a 2.5% net smelter return royalty payable to the Consejo de Recursos Minerales, a Mexican Federal Government agency. After 2029, this portion of the property will also be subject to a 3.5% net smelter return royalty payable to Madrono. PAEyE.

The assets at Pinos Altos acquired by the Company from PAEyE in 2006 included an assignment of rights under contracts to explore and exploit the Madrono Concessions and the Pinos Altos Concession, the right to use up to 400 hectares of land owned by Madrono for mining installations for a period of 20 years after formal mining operations have been initiated andinitiated. The Company also obtained sole ownership of the Parrena Concessions.Agnico Eagle Mexico Concessions previously owned by Compania Minera La Parreña S.A. de C.V. During 2008, the Company and MadronoPAEyE entered into an agreement under which the Company acquired further surface rights for open pit mining operations and additional facilities. Infrastructure payments, surface rights payments and advance royalty payments totalling $35.5 million were made to MadronoPAEyE in 2009 in respectas a result of this agreement.

In 2006, the Company concluded negotiations with communal land owners (ejidos) and others for the purchase of 5,745 hectares of landsland contained within the ParrenaAgnico Eagle Mexico and Pinos Altos Concessions. In addition, a temporary occupation agreement with a 30-year term expiring in 2036 was negotiated with ejido Jesus del Monte for 1,470 hectares of land covered by these same concession blocks. The acquisition of these surface rights for the geologically prospective lands within the district surrounding the Pinos Altos property will facilitate future exploration and mining development in these areas.


50            AGNICO-EAGLE MINES LIMITED

Table of Contents


The Pinos Altos Minemine is directly accessible by a paved interstate highway that links the cities of Chihuahua and Hermosillo and is connected to a state power grid that is within ten kilometres of an extension of the state power grid. ExistingPinos Altos property. The Company anticipates existing and planned underground mine workings will intercept water resources sufficient to sustain the requirements for future operation. The land position is sufficient for construction of all planned surface, infrastructure and mining facilities at the Pinos Altos Mine,mine, including its tailings impoundment area. The Company further believes that a sufficient local and trained workforce is available in northern Mexico to continue to support the operation of the mine.

The Pinos Altos property is characterized by moderate to rough terrain with mixed forest (pine and oak) and altitudes that vary from 1,770 metres to 2,490 metres above sea level. The climate is sub-humid, with about one metre of annual precipitation. The average annual temperature is 18.3 degrees Celsius. Exploration and mining work can be carried out year round.year-round.

In August 2007, on the basis of an independently reviewed feasibility study, the Company approved construction of a mine at Pinos Altos. The mine achieved commercial production in November 2009.

        TheCombined production from the Pinos Altos Mine produced 16,189mine and the nearby Creston Mascota deposit was 234,837 payable ounces of gold and 116,0002,312,013 payable ounces of silver in 20092012 at total cash costs per ounce of gold of $596. Gold$286. In 2013, combined gold production in 2010from the Pinos Altos mine and the Creston Mascota deposit is expected to be approximately 150,000191,000 ounces at estimated totaland silver production is expected to be approximately 2,263,841 ounces. Total cash costs per ounce of gold are forecast at approximately $401 and silver$300. Under the current mine plan, from 2013 to 2029, combined gold production in 2010from the Pinos Altos mine, including the Creston Mascota deposit, is expected to beaverage approximately 1,590,000 ounces. Over the period of 2010 to 2028, the mine (including production from the Creston Mascota deposit) is expected to produce an average of 170,000154,000 ounces of gold per year. An optimized mine plan and budget incorporating the mineral reserves at December 31, 2009 will be adapted by the Company during 2010. Due to the increase in proven and probable mineral reserves at Pinos Altos, this optimized mine plan will be accretive to the aforementioned August 2007 feasibility study.

Based on a feasibility study prepared in 2009, the Company determineddecided to build a stand-alone heap leach operation at the satellite open pit Creston Mascota deposit. Construction activities for this project have been initiated for planned commencement of commercial operations in early 2011. Creston Mascota is expected to produce approximately 50,00051,489 ounces of gold per year during its five-year mine life.the next five years (2013-2017). Capital costs in connection with the project were approximately $65 million. The first gold pour from the Creston Mascota deposit occurred on December 28, 2010 and commercial production from the Creston Mascota deposit was achieved in the first quarter of 2011. On September 30, 2012, a movement of ore material was detected on the lower levels of the Creston Mascota leach pad (Phase 1). As a result of this movement, leaching operations were temporarily suspended at Creston Mascota until the upper level of the leach pad (Phase 2) could be prepared as an isolated containment area. These modifications are expected to total $62 million,be completed in early 2013 and resumption of which $8 million was incurred in 2009 and $54 millionleaching operations is expected during the second quarter of 2013. The Company continues to be incurredevaluate opportunities to develop other mineral resources that have been identified in 2010.the Pinos Altos area as satellite operations.

The Company has engaged the local communities in the project area with hiring, local contracts, education support and medical support programs to ensure that the project provides long-term benefits to the residents living and working in the region. TheApproximately 70% of the operating workforce at Pinos Altos are locally hired and 100% of the permanent workforce at the Company received formal recognition from the Governoroperations in Mexico are Mexican nationals.

2012 ANNUAL REPORT            51

Table of Chihuahua State in April 2008 for distinction as a socially responsible company.Contents



Mining and Milling Facilities

Surface Plan of the Pinos Altos Mine (as at December 31, 2012)

GRAPHICGRAPHIC

        During 2009, major construction activity52            AGNICO-EAGLE MINES LIMITED

Table of Contents


Surface Plan of the Creston Mascota Deposit (as at theDecember 31, 2012)

GRAPHIC

Milling operations during 2012 at Pinos Altos Mine includedaveraged 5,020 tonnes processed per day as compared to the completiondesign expectation of 4,000 tonnes per day. The underground mine at Pinos Altos produced an average 3,193 tonnes of ore per day as compared to the pre-production developmentdesign expectation of the underground and3,000 tonnes per day. The open pit mines completionat Pinos Altos and the Creston Mascota deposit produced 23,465,263 tonnes of constructionore, overburden and waste in 2012, which met the expectation of the mine plan for the processing and surface infrastructure facilities and commissioning and start-up of the process facilities.year.

Mining Methods

The surface operations at the Pinos Altos Minemine use traditional open pit mining techniques with bench heights of seven metres withand double benches on the footwall and single benching on the hanging wall. Mining is accomplished with front end loaders, trucks, track drills and various support equipment. At full capacity, the open pit mines will extract approximately 15 million tonnes of total material (overburden plus mineral) annually. Based upon geotechnical evaluations, the final pit slopes will vary between 45 degrees and 50 degrees. Performance ofat the open pit mining operation at Pinos Altos during the pre-production phase indicated2012 continues to indicate that the equipment, mining methods and personnel selected for the project wereare satisfactory for future production phases. During16,007,364 tonnes of ore, overburden and waste were mined during 2012, exceeding the first ten years of the project life, it is expected that approximately half of the ore volume processed will be derived from open pit operations, principally at Santo Nino, Oberon de Weber and Creston Mascota. Underground mine production will produce the balance of the ore for the processing plant.year by 2%.

The underground mine, will utilizewhich commenced operations in the second quarter of 2010, uses the long hole sublevel stoping method to extract the ore. The Company has considerable expertise with this mining method, having used the same method at the LaRonde Minemine in Quebec and thisQuebec. This method ishas also well understoodbeen used at various other Mexican mining operations. The stope height is planned at 30 metres and the stope width at 15 metres. Ore will beis hauled to the surface utilizing underground trucks via a ramp system. The paste backfill system which is currently under development. Paste backfill will be used to stabilizeand ventilation system were commissioned in the mined-out stopes. Ventilationfourth quarter of

2012 ANNUAL REPORT            53

Table of Contents



2010 and are now fully operational. During 2012, approximately 1,155,200 tonnes of ore were produced from the underground portion of the mine, averaging 3,164 tonnes per day. Currently, the full capacity of the underground mine will operate through raise bores, fans and the ramp system. At full capacity, the underground mine is expected to produce a maximum of 4,0003,000 tonnes of ore per day. PerformanceHowever, construction of a shaft hoisting facility to increase the mining capacity to 4,500 tonnes of ore per day was initiated in 2012, with completion of this project expected in 2016. The shaft hoisting capacity will reduce the number of underground trucks required and will continue to maintain mill feed rates at 4,500 tonnes per day in future years as the open pit mines at Pinos Altos become depleted. Approximately 30 kilometres of total lateral development underground during 2008 was sufficient to indicate that the equipment, mining methods, ground control and personnel selected were satisfactory for future production phases. During 2009, the Companyhave been completed the ventilation raises and underground infrastructure including a shop, a warehouse, pump stations and service bays. The Company anticipates that ore production from the underground mine will begin by the first quarteras of 2010.December 31, 2012.


Surface Facilities

The principal mineral processing facilities at the Pinos Altos Minemine are designed to process 4,000 tonnes of ore per day in a conventional process plant circuit which includes single-stagesingle stage crushing, grinding in a SAG and ball mill in closed loop, gravity separation followed by agitated leaching, counter-currentcounter current decantation and metals recovery in the Merrill-Crowe process. Tailings are detoxified and filtered and then used for paste backfill in the underground mine or deposited as dry tailings in an engineered tailings impoundment area. The Pinos Altos mill processed an average of 5,033 tonnes of ore per day during 2012. Low grade ore at Pinos Altos is processed in a heap leach system designed to accommodate approximately five million tonnes of mineralized material over the life of the project, theproject. The production from heap leach operations is expected to be relatively minor, contributing about 5% of total metal production planned for the life of the mine.

        AAs noted above, a separate heap leach operation and ancillary support facilities are beingwere built forat the Creston Mascota deposit, which is expecteddesigned to process approximately 4,000 tonnes of ore per day in a three-stagethree stage crushing, agglomeration and heap leach circuit with carbon adsorption. This project began commissioning in the latter part of 2010, with commercial production achieved in the first quarter of 2011. During 2012, a total of 1,397,599 tonnes of ore were produced at the Creston Mascota deposit, averaging 3,819 tonnes per day. Based on early performance of the mine and process facilities at the Creston Mascota deposit, the equipment, mining methods and personnel are satisfactory for completion of the planned production phases. The Creston Mascota deposit is expected to produce approximately 53,000 ounces of gold per year during the six-year remaining projected mine life (2013-2018).

Surface facilities at the Pinos Altos Mine includemine include: a heap leach pad, pond, liner and pumping system; administrative support offices and change room facilities; camp facilities; a laboratory; a process plant shop; a maintenance shop; a generated power station; surface power transmission lines and substations; the engineered tailings management system; and a warehouse.

Over the life of the mine, recoveries of gold and silver in the milling circuit at Pinos Altos (other than from the Creston Mascota deposit) are expected to average approximately 95%93% and 53%48%, respectively. PreciousThe Company anticipates precious metals recovery from low grade ore processed usingin the Pinos Altos heap leach techniques at Pinos Altosfacility will be lower ataverage about 68% for gold and 12% for silver. Heap leach recoveries for Creston Mascota ore are expected to average 71% for gold and 16% for silver. Start-up of the Pinos Altos mill was affected by increased quantities of clay minerals in the initial ore processed resulting in a subsequent limitation on the ability to filter tailings. At the end of 2009, processing rates were at approximately 2,300 tonnes per day compared to the 4,000 tonnes per day design capacity. Several measure are being used to increase throughput to target rates, including installation of additional filtration capacity and the blending of ores to minimize the impact of clay alteration. Target rates are expected to be reached in mid-2010.

Mineral Recoveries

During 2009,2012, the Pinos Altos mill processed 198,1811,837,333 tonnes of ore, averaging approximately 1305,020 tonnes of ore treated per day and operating at approximately 70%90.6% of available time. The following table sets out the metal recoveries at the Pinos Altos mill in 2009.2012.



Head
Grade
Dore
Produced
Overall
Metal
Recovery
Payable
Production

Gold

  1.08
Gold2.974 g/t 12,155 oz94.0% 92%16,189165,056 oz 


Silver

 49.582.29 g/t 44.0%103,1412,124,334 oz 
34%116,000 oz

An additional 347,5121,024,976 tonnes of ore were processed and placed on the heap leach pad at Pinos Altos in 2012, with an average grade of 1.10.74 grams of gold per tonne and 24.8 grams of silver per tonne. Cumulative metals recovery on the heap leach pad at Pinos Altos are 35.3%64.14% gold and 5.3% silver11.99% silver. Heap leach recovery is following the plannedexpected cumulative recovery curve and it is expectedanticipated that the ultimate recovery of 68% for gold and 12% for silver will be achieved when the approximate one-year leaching cycle is completedcompleted.

54            AGNICO-EAGLE MINES LIMITED

Table of Contents


An additional 1,532,364 tonnes of ore were processed and placed on this low gradethe heap leach ore.pad at the Creston Mascota deposit in 2012, with an average grade of 1.74 grams of gold per tonne and 14.77 grams of silver per tonne. Cumulative metals recovery on the heap leach pad at the Creston Mascota deposit are 54% gold and 7.61% silver. Heap leach recovery is following the expected cumulative recovery curve and it is anticipated that the ultimate recovery of 71% for gold and 16% for silver will be achieved when leaching is completed.

Total metal production (from mill and heap leach) at Pinos Altos, including the Creston Mascota deposit, during 20092012 was 16,561234,837 payable ounces of gold and 118,1642,312,013 payable ounces of silver.

Environmental Matters

The Pinos Altos Minemine has received the necessary permit authorizations for construction and operation of a mine, including a Change of Land Use permit and an Environmental Impact Study approval from the Mexican environmental agency ("SEMARNAT"). As of December 31, 2009,2012, all permits necessary for the operation of the Pinos Altos Mine,mine, including the operations at the Creston Mascota deposit, had been received and requests for modifications to allow for future expansion of facilities, including at the Creston Mascota deposit, had been



approved or were under review by SEMARNAT.received. Pinos Altos will employuses the dry stack tailings technology to minimize the geotechnical and environmental risk that can be associated with the rainfall intensities and topographic relief in the Sierra Madre region of Mexico. All of the Mexican environmental regulatory requirements are expected to be met or exceeded by the Pinos Altos Mine.mine (including operations at the Creston Mascota deposit). Operations at Pinos Altos and the Creston Mascota deposit were deemed to qualify for the "Industria Limpia" (clean industry) designation by SEMARNAT in 2012.

Capital Expenditures

Capital expenditures at the Pinos Altos Minemine during 20092012 were approximately $143.4 million, which included $40.9 million in mining equipment and pre-production development expenses; $79.4 million in infrastructure and process facilities construction; $9.6 million in expenses related to$25.2 million. Capital expenditures at the Creston Mascota; and $13.5 million in exploration and other regional expenses. Mascota deposit during 2012 were approximately $2.0 million.

The Company expects sustaining and deferred capital expenditures at Pinos Altos to be approximately $41$62 million in 20102013 with average sustaining and average sustainingdeferred capital of approximately $6$18 million per year for a projected mine life of approximately 2017 years. Approximately $52$13 million in development capital is forecast at the Creston Mascota deposit in 20102013, with sustaining capital expenditures of $2$5.4 million during the five yearits remaining six-year mine life.

        Capital costs for the Creston Mascota development are estimated at $62 million. Commercial operations at Creston Mascota are planned for early 2011 with production of approximately 50,000 ounces of gold annually for a mine life of approximately five years.

Development

        AtAs of December 31, 20092012, for the mine life to date, more than 3092.7 million tonnes of ore, overburden and waste had been removed from the open pit mine at Pinos Altos and more than nine30 kilometres of lateral development had been completed in the underground mine. At the Creston Mascota deposit, approximately 18.0 million tonnes of ore, overburden, and waste had been removed from the open pit mine as of December 31, 2012.

Geology, Mineralization and Exploration

Geology

The Pinos Altos Minemine is in the northern part of the Sierra Madre geologic province, on the northeast margin of the Ocampo Caldera, which hosts many epithermal gold and silver occurrences including the nearby Ocampo mining operation and Moris mine.

The property is underlain by Tertiary-age (less than 45-million-years-old)45 million years old) volcanic and intrusive rocks that have been disturbed by faulting. The volcanic rocks belong to the lower volcanic complex and the discordantly-overlying upper volcanic supergroup. The lower volcanic complex is represented on the property by the Navosaigame conglomerates (including thinly-bedded sandstone and siltstone) and the El Madrono volcanics (felsic tuffs and lavas intercalated with rhyolitic tuffs, sandy volcanoclastics and sediments). The upper volcanic group is made up of the Victoria ignimbrites (explosive felsic volcanics), the Frijolar andesites (massive to flow-banded, porphyritic flows) and the Buenavista ignimbrites (dacitic to rhyolitic pyroclastics).

Intermediate and felsic dykes as well as rhyolitic domes intrude all of these units. The Santo Nino andesite is a dyke that intrudes along the Santo Nino fault zone.

Structure on the property is dominated by a 10-kilometre by 3-kilometre horst, a fault-uplifted block structure oriented west-northwest, that is bounded on the south by the south-dipping Santo Nino fault and on the north by the north-dipping Reyna de Plata fault. Quartz-gold vein deposits are emplaced along these faults and along transfer faults that splay from the Santo Nino fault.

2012 ANNUAL REPORT            55

Table of Contents


Mineralization

Gold and silver mineralization at the Pinos Altos Minemine consists of low sulphidation epithermal type hydrothermal veins and breccias. The Santo Nino structure outcrops over a distance of roughly six kilometres. It strikes at 060 degrees azimuth on its eastern portion and turns to strike roughly 090 degrees azimuth on its western fringe. The structure dips at 70 degrees towards the south. The four mineralized sectors hosted by the Santo Nino structure consist of discontinuous quartz rich lenses named from east to west: El Apache, Oberon de Weber, Santo Nino and Cerro Colorado.


The El Apache lens is the most weakly mineralized. The area hosts a weakly developed white quartz dominated breccia. Gold values are low and erratic over its roughly 750 metre strike length. Past drilling suggests that this zone is of limited extent at depth.

     ��  The Oberon de Weber lens has been followed on surface and by diamond drilling over an extent of roughly 500 metres. Shallow holes drilled by the Company show good continuity both in grade and thickness over roughly 550 metres. From previous drilling done by Penoles, continuity at depth appears to be erratic with a weakly defined western rake.

The Santo Nino lens is the most vertically extensive of these lenses. It has been traced to a depth of approximately 750 metres below surface. The vein is followed on surface over a distance of 550 metres and discontinuously up to 650 metres. Beyond its western and eastern extents, the Santo Nino andesite is massive and only weakly altered. Gold grades found are systematically associated with green quartz brecciated andestite.andesite.

The Cerro Colorado lens is structurally more complex than the three described above. Near the surface, it is marked by a complex superposition of brittle faults with mineralized zones which are difficult to correlate from hole to hole. Its relation to the Santo Nino fault zone is not clearly defined. Two deeper holes donedrilled by the Company during this campaign suggest better grade continuity is possible at depth.

The San Eligio zone is located approximately 250 metres north of Santo Nino. The host rock is brecciated Victoria Ignimbrite, occasionally with rarely, stockworks. There is no andesite in this sector. Unlike the other lenses, the San Eligio lens dips towards the north. The lateral extent seems to be continuous for 950 metres. Its average width is five metres and never exceeds 15 metres. Surface mapping and prospecting has suggested good potential for additional mineralization on strike and at depths below 150 metres. Visible gold has been seen in the drill core.

        The minerals present are indicative of an oxidized, epithermal, low sulphidation (and likely low sulphide) precious metals vein system rich in silver. The temperature of formation is thought to have been below 300 degrees Celsius, as no selenium minerals have been found to date. The presence of kaolinite and dickite are indicative of an acidic environment. The presence of hematite crystals in the centre of acanthite indicates that the deposit was probably formed under oxidative conditions.

Several other promising zones are associated with the horst feature in the northwest part of the property. The Creston Mascota deposit is 7 kilometres northwest of the Santo Nino deposit, and is similar, but dips shallowly to the west. The Creston Mascota deposit is about 1,000 metres long and 4 to 40 metres wide, and extends from surface to more than 200 metres depth. TheOre production from the Creston Mascota deposit will be exploited by open pitbegan in July 2010, with the first gold poured in December 2010 and heap leach startingcommercial productions commencing in February 2011.

Exploration

In 2009,2012, minesite exploration activities were primarily focused on definition and delineation of the resources at Santo Nino, Oberon de Weber, San Eligio and exploration of the lateral and deep extents of the Cerro Colorado and Santo Nino orebodies.Creston Mascota. A total of 34.925.9 kilometres of minesite exploration and 13.9drilling, 17.9 kilometres of definition drilling and 8 kilometres of delineation drilling were completed during the year. The result of the drilling was a small contraction in the minesite reserves and resources. The San Eligio zone continues to be open to the west and at depth.

Regional exploration in 20092012 focused on the El Cubiro, SinterPenasco Blanco, Veta Escalon, Veta Colorada and Reyna de PlataVeta Flor prospects. Diamond drilling consisted of 37.0 kilometres in 175 drill holes. Detailed geological and structural mapping and sampling was done in the El Cubiro, Mascota and Cerro la Plata areas. Almost 15,6005.7 kilometres. More than 23,800 core samples and 2,330 rock-chip5,220 rock samples were sent to a certified laboratory and assayed mainly for gold and silver.

The recently-discovered Cubiro mineralization is two kilometres west of the Creston Mascota.Mascota deposit. Cubiro is a surface deposit that strikes northwest, has a steep dip and has been followed along strike for approximately 850 metres. Drilling has intersected significant gold and silver mineralization up to 30 metres wide. The Cubiro deposit remainsis split by a fault that caused 200 metres of displacement to the west, which has been traced by drilling. The zone is still open in all directions.to the southeast and possibly at depth.

The Sinter zone is 1,500 metres north-northeast of the Santo Nino zone and is part of the Reyna de Plata gold structure. The steeply-dippingsteeply dipping mineralization is 4four to 35 metres wide and almost 900 metres long, with over 350 metres of vertical depth. Sinter is being evaluated for its open pit mining and heap leach potential.


56            AGNICO-EAGLE MINES LIMITED

Table of Contents


Other identified mineral resources in the Pinos Altos region include the Bravo and Carola zones adjacent to the Creston Mascota deposit and the Reyna de la Plata prospect further to the east. Exploration efforts will be allocated to these zones as the development continues at Pinos Altos and the Creston Mascota deposit.

In 2013, the Company expects to spend approximately $6.5 million on exploration at the Pinos Altos mine, including $3.5 million on 14,000 metres of conversion drilling and $3.0 million on 12,000 metres of exploration drilling.

La India Mine Project

Construction began at La India in September 2012 and commercial production is anticipated for the second quarter of 2014, three months ahead of the original plan. On average, the La India mine is expected to produce approximately 90,000 ounces of gold annually at total cash costs per ounce of approximately $500 over a mine life of approximately nine years. At December 31, 2012, the La India mine was estimated to contain proven and probable mineral reserves of 0.8 million ounces of gold comprised of 33.5 million tonnes of ore grading 0.72 grams per tonne.

The La India property consists of 43 mining concessions totalling approximately 56,000 hectares in the Mulatos Gold Belt. The La India mine project includes the Tarachi deposit and several other prospective targets in the belt. At Tarachi, indicated resources are 34.5 million tonnes grading 0.41 grams of gold per tonne and inferred resources are 72.0 million tonnes grading 0.38 grams of gold per tonne. A metallurgical testing program on Tarachi composite samples has been initiated.

Location Map of the La India Mine Project (as at December 31, 2012)

GRAPHIC

The Mulatos Gold Belt is part of the Sierra Madre gold and silver belt that also hosts the operating Mulatos gold mine immediately southeast of the La India property and the Pinos Altos mine and the Creston Mascota deposit 70 kilometres to the southeast.

2012 ANNUAL REPORT            57

Table of Contents


The La India mine project is located in the municipality of Sahuaripa, southeastern Sonora State, between the small rural towns of Tarachi and Matarachi, which offer basic infrastructure in the form of roads, rural telephone service, small grocery stores and unpaved air strips. More services are available in the town of Sahuaripa located 60 kilometres by gravel road (approximately 2.5 hours) northwest of the La India mine project. The population of the district is estimated to be a few thousand, with most of the inhabitants involved in cattle ranching, farming, forestry and mining and exploration. An adequate supply of labour for mining operations can be drawn from the region. Trained exploration personnel for the La India mine project are mainly sourced from northern Mexico including Hermosillo, Sonora.

The closest major city with an international airport is Hermosillo, the capital of Sonora, located 210 kilometres west-northwest of the La India mine project. Road travel from Hermosillo to the site takes approximately seven hours. Alternatively, the project can be accessed by small aircraft. The Company anticipates that the power supply at the La India project will be provided by diesel generators.

The Company acquired the La India property in November 2011 as part of its acquisition of Grayd. Grayd had explored the property since 2004 and had prepared a preliminary economic assessment of the La India project in December 2010 based on a June 2010 NI 43-101-compliant resource estimate.

Infill drilling at La India from November 2011 to May 2012 allowed the Company to confirm and expand the mineral resources reported in the December 2010 preliminary economic assessment. On August 31, 2012, the Company completed a feasibility study for the construction of a multi-pit mine and heap leach operation on the La India deposit.

Engineering studies and operating and capital cost estimates were developed to exploit only the oxide mineralization at La India; there is no plan to mine sulphide minerals. Metallurgical test results indicate an overall gold recovery of 80%. Total cash costs are expected to be $497 per ounce of gold produced net of by-product silver credits. The pre-production capital cost is estimated at $157.6 million and the life of mine capital cost is expected to total $183.4 million.

As of December 31, 2012, the environmental permits required for construction of the mine had been obtained and the following advances had been achieved:

The climate at La India is semi-arid with seasonal temperatures ranging from 35 degrees celsius to – 2 degrees celsius, and torrential rainfall from July to September. Exploration activities may be conducted year-round.

At the Tarachi deposit, the surface rights in the project area are owned by the Matarachi Ejido (agrarian community) and private parties. All measured, indicated and inferred project resources lie within privately owned or ejido possessed land. Surface access lease agreements have been executed with the property owners or possessors for all identified target areas. The existing agreements permit exploration activities only; if mining activity is contemplated in this exploration area the Company will require further negotiations to acquire the surface rights needed for project development.

Mining and Milling Facilities

Mining Methods

Operations at the La India mine will use traditional open pit mining techniques with bench heights of six metres with front end loaders, trucks, track drills and various support equipment. Based upon geotechnical evaluations, the final pit slopes will vary between 45 degrees and 50 degrees.

Surface Facilities

Current facilities at the La India mine project include an exploration camp and a construction camp. The power for the camps is supplied by diesel generators and water is supplied by a local spring and septic discharges are managed in their respective leach fields. Non-organic waste from the camp is disposed in the Matarachi Ejido landfill.

Construction of the mine began September 2012 and commercial production is expected the second quarter of 2014. The following surface plan details the ultimate mine layout showing ultimate pits and waste rock dump locations, roads, the leach pad and other infrastructure.

58            AGNICO-EAGLE MINES LIMITED

Table of Contents


Surface Plan of the La India Mine Project (as at December 31, 2012)

GRAPHIC

2012 ANNUAL REPORT            59

Table of Contents


Surface facilities at the La India mine project include: a three-stage ore crushing facility; a 50 million tonne capacity lined heap leach pad with process ponds and pumping system; a carbon adsorption plant; a laboratory; a process plant shop; a mining equipment maintenance shop; a generated power station; surface power transmission lines and substations; a warehouse; administrative support offices; and camp facilities.

Environmental Matters

Baseline environmental information has been collected at the La India mine project since late 2008. This information includes surface water sampling, archeological assessment and soil, fauna and flora assessments.

The La India mine project is not located in an area with a special federal environmental protection designation. Both the Manifesto de Impacto Ambiental (an environmental impact statement) and Cambio de Uso de Suelo (a land use change permit) required for project development were granted by the authorities in 2012 once all the prerequisites were provided by the Company.

Some historic mining has been observed in the area but the remaining waste dumps and tailings are small and are not considered to present significant environmental issues.

Capital Expenditures

Pre-production capital cost at La India is estimated at $157.6 million and the life of mine capital cost is expected to amount to $183.4 million. Capital expenditures at the La India mine project during 2012 were approximately $39.2 million and the Company expects capital expenditures to be approximately $92 million in 2013.

Development

Mining at La India is scheduled to begin in late 2013 and early 2014 to achieve commercial production in the second quarter of 2014.

Agreements & Licences

The mining concessions for the La India mine project and Tarachi are controlled by the Company by means of direct ownership and by 11 separate agreements whereby Agnico-Eagle can earn a 100% interest in certain concessions by making cash and share payments. Payment has been made in full for the claims that host most of the measured, indicated and inferred resources. Some concessions are subject to underlying net smelter royalties varying between 1% and 3%, some of which may be purchased by the Company which would result in net smelter royalties of up to 0.5% remaining.

For the Tarachi deposit, payments totalling $3.3 million and shares with value equivalent to $967,500 over an eight year period are required for the Company to earn a 100% interest in the relevant concessions. To date, $1 million has been paid toward these concessions. Some concessions are subject to underlying net smelter royalties varying between 1% and 3%, some of which may be purchased by the Company, which would result in net smelter royalties of up to 0.5% remaining.

The defined mineral reserve and resource and all lands required for infrastructure for the La India mine project are wholly-contained within three privately-held properties which Agnico-Eagle has acquired in order to permit exploration, construction and mine development activities.

At the Tarachi deposit, the surface rights in the project area are owned by the Matarachi Ejido and private parties. All measured, indicated and inferred project resources lie within privately owned or ejido possessed land. Surface access lease agreements have been executed with the property owners or possessors for all identified target areas. The existing agreements permit exploration activities only, further negotiation would be required for any future mine development at the Tarachi deposit.

Geology, Mineralization and Exploration

Geology and Mineralization

The La India mine project lies within the Sierra Madre Occidental ("SMO") province, an extensive Eocene to Miocene volcanic field from the United States-Mexico border to central Mexico. The La India mine project lies within the western limits of the SMO in an area dominated by outcrops of andesite and dacitic tuffs, overlain by rhyolites and rhyolitic tuffs that were affected by large-scale north-northwest-striking normal faults and intruded by granodiorite and diorite stocks. Incised fluvial canyons cut the uppermost strata and expose the Lower Series volcanic strata.

60            AGNICO-EAGLE MINES LIMITED

Table of Contents


The project area is predominantly underlain by a volcanic sequence comprised of andesitic and felsic extrusive volcanic strata with interbedded epiclastic volcaniclastic strata of similar composition. The mineral occurrences present in the project area, and the deposit type being sought, are volcanic-hosted epithermal, high-sulphidation gold-silver deposits. Such deposits may be present as veins and/or disseminated deposits. The La India mine project deposit area is one of several high-sulphidation epithermal mineralization centres recognized in the region.

Epithermal high-sulphidation mineralization at the La India mine project developed as a cluster of gold zones (Main and North) aligned north-south within a genetically related zone of hydrothermal alteration in excess of 20 square kilometres in area. Gold mineralization is confined to the Late Eocene rocks within zones of intermediate and advanced argillitic alteration originally containing sulphides, and subsequently oxidized by supergene processes. The North and Main zones are within two kilometres of each other.

Surface outcrop mapping and drill-hole data so far indicate that the gold system at the Tarachi deposit is likely best classified as a gold porphyry deposit.

Exploration

Gold was discovered at the Mulatos deposit by the Spanish colonials in 1806, but indigenous peoples likely exploited the native-gold-bearing oxidized zone of the deposit prior to this. Small underground mines and prospects are present throughout the La Cruz and La Viruela areas, where modern exploration was conducted by New Golden Sceptre Minerals Ltd. and New Goliath Minerals Ltd. (late 1980s), Noranda Inc. (early 1990s) and San Fernando Mining Co. Ltd. (from 1993).

Grayd began to actively explore the project in 2004, including geologic mapping, geochemical rock chip sampling, airborne and ground geophysical surveys, photogrammetric topographic mapping, diamond drilling, reverse circulation drilling, baseline environmental studies and metallurgical testing. Newmont Mining Corp. funded the work between July 2005 and July 2006 and then declined to continue, retaining no interest in the property. The Tarachi deposit, located approximately 10 kilometres north of the La India mine project on the same property, was discovered in 2010.

From 2004 through February 7, 2011, Grayd completed 129 diamond drill holes (13,834 metres) and 560 reverse circulation drill holes (49,552 metres) at the La India mine project. In 2011, 13 diamond drill holes (1,119 metres) and 30 reverse circulation drill holes (2,728 metres) were drilled at the La India mine project and 25 diamond drill holes (5,400 metres) and 67 reverse circulation drill holes (16,144 metres) were drilled at the Tarachi deposit.

The Company expects to spend approximately $2.0 million on exploration at the La India mine project in 2013, which will include drilling the underlying sulphide extensions and the Viruela and Cerro de Oro areas.

From the acquisition of Grayd in November 2011 until December 31, 2012, the Company completed 246 diamond drill holes (19,268 metres) and 108 reverse circulation drill holes (10,460 metres) at the La India mine project, and 42 diamond drill holes (11,190 metres) and 25 reverse circulation drill holes (7,170 metres) at the Tarachi deposit.

The Company expects to spend approximately $6.0 million on exploration at the Tarachi deposit in 2013.

Meadowbank Mine

The Meadowbank Mine,mine, which achieved commercial production in March 2010, is located in the Third Portage Lake area in the Kivalliq District of Nunavut in northern Canada, approximately 70 kilometres north of Baker Lake. At December 31, 2009,2012, the Meadowbank Minemine was estimated to contain proven and probable mineral reserves of 3.662.3 million ounces of gold comprised of 32.225.3 million tonnes of ore grading 3.532.82 grams of gold per tonne. The Company acquired its 100% interest in the Meadowbank Minemine in 2007 as the result of the successful acquisition of Cumberland (see "—"– History and Development of the Company").

The fresh water required for domestic camp use, mining and milling is obtained from the intake barge at Third Portage Lake. Power is supplied by a 29-megawatt diesel electric power generation plant with heat recovery.

2012 ANNUAL REPORT            61

Table of Contents


Location Map of the Meadowbank Mine (as at December 31, 2012)

GRAPHICGRAPHIC

The Meadowbank Minemine is held under ten Crown mining leases, three exploration concessions and 1140 Crown mineral claims. The Crown mining leases, which cover the Portage, Goose Island and Goose South deposits, are administered under federal legislation. The mining leases, which have renewable ten-year terms, have no annual work commitments but are subject to annual rent fees that vary according to their renewal date. The mining leases cover approximately 7,400 hectares and expire in either 2016 or 2019. Annual rent currently totals C$18,273. The production lease with the KIA is a surface lease covering 1,354 hectares and requires payment of C$124,530127,800 annually. Production from subsurface lease areas is subject to a royalty of up to 14% of the adjusted net profits, as defined in the Territorial Mining Regulations. In order to conduct exploration on the Inuit-owned lands at Meadowbank, the Company must receive approval for an annual work proposal from the KIA, the body that holds the surface rights in the Kivalliq District and administers land use in the region through various boards. The Nunavut Water Board (the "NWB"), one such board, provided the recommendation to the Ministry of IndianAboriginal Affairs and Northern Development (Canada)Canada to grant the Meadowbank Mine'smine's construction and operating licences in July 2008. The Company has obtained all of the approvals and licences required to build and operate the Meadowbank Mine.mine.


The three Meadowbank exploration concessions comprise approximately 23,10023,126 hectares and are granted by Nunavut Tunngavik Inc., the corporation responsible for administering subsurface mineral rights on Inuit-owned lands in Nunavut. Exploration concessions cover the Vault deposit at Meadowbank and in 20102013 will require annual rental fees of approximately C$58,00092,924 and exploration expensesexpenditures of approximately C$416,000.696,930. During the exploration phase, the concessions can be held for up to 20 years and the concessions can be converted into production leases with annual fees of C$1 per hectare, but no annual work commitments. Production from the concessions is subject to a 12% net profits interest royalty from which annual deductions are limited to 85% of the gross revenue.

62            AGNICO-EAGLE MINES LIMITED

Table of Contents


In 2012, the Company signed a production lease with Nunavut Tunngavik Inc. covering the extraction and processing of gold from the Vault deposit. This lease authorizes the Company to mine and process gold from the Vault deposit and sets in place royalty payments that are equivalent to those being paid by the Company at the Portage and Goose pits.

The 2340 Crown mineral claims cover approximately 18,50036,433 hectares at Meadowbank and are subject to land fees and work commitments. Land fees are payable only when work is filed. The most recent filing was in 2009,2012, when approximately C$4,5688,998 in land fees were paid and approximately C$931,5055,491,178 in assessment work was submitted.

The Kivalliq region in which the Meadowbank Minemine is located has an arid arctic climate. The Meadowbank property is situated in an area characterized by low, rolling hills that are covered predominantly in heath tundra with numerous lakes and ponds. All of the open pit mines operate beneath the water level of adjacent lakes and use dykes to prevent water inflow. Elevation ranges from approximately 130 metres at lakeshores up to 200 metres on ridge crests. Operations at the Meadowbank Minemine are expected to be year roundyear-round with only minor weather-related interruptions to mining operations; however, these interruptions are not expected to affect ore availability for milling operations or other operating activities.

The Meadowbank Minemine is accessible from Baker Lake, located 70 kilometres to the south, over a 110-kilometre all-weather road completed in March 2008. Baker Lake provides 2.5 months of summer shipping access via Hudson Bay and year roundyear-round airport facilities. The Meadowbank Minemine also has a 1,100-metre long gravel airstrip, permitting access by air. The Company will useuses ocean transportation for fuel, equipment, bulk materials and supplies from Montreal, Quebec, (or Hudson Bay port facilities) via barges and ships into Baker Lake during the summer port access period that starts at the end of July in each year. Fuel and supplies are transported year-round to the site from Baker Lake by conventional tractor trailer units. Transportation for personnel and air cargo are provided on scheduled or chartered flights. The permanent bases for employees from which to service the Meadowbank Minemine are Val D'Or and Montreal in Quebec and the Kivalliq communities. Since February 2009, all chartered flights have landed directly at Meadowbank.

The Company anticipates the Meadowbank Mine will achievemine achieved commercial production during the first quarter ofin March 2010 and produce approximately 300,000produced 366,030 ounces of gold in 20102012 at an estimated total cash costs per ounce of $460 and an average of 350,000 ounces of gold per year from 2010 to 2018 with$913. In 2013, total cash costs per ounceat Meadowbank are expected to average $520 over these years.be approximately $1,000 per ounce.

        A scoping studyIn 2013, payable gold production at Meadowbank is currently underwayexpected to assess the feasibility of increasing production from 8,500 tonnes per day to 10,000 tonnes per day by accelerating development from the Goose Island and Portage open pits and potentially building a ramp-access underground operation at the southern end of the deposit. Results of the scoping study arebe approximately 362,172 ounces. The expected in the second quarter of 2010. Drilling done in 2009 on the underground resource increased the continuity over a 700-metre strike length andmine life is up to 500 metres at depth. A feasibility study is underway and results will be available early 2010.2018.


2012 ANNUAL REPORT            63

Table of Contents


Mining and Milling Facilities

Surface Plan of the Meadowbank Mine (as at December 31, 2012)

GRAPHICGRAPHIC

64            AGNICO-EAGLE MINES LIMITED

Table of Contents


Surface Plan of the Vault Deposit (as at December 31, 2012)

GRAPHIC

Meadowbank has three major deposits that have sufficient drilling definition to sustain reserves.reserves: Portage, Goose and Vault. By the end of 2009, all of the camp infrastructure (dormitories and kitchen), a mill, a service building shop and generator buildings were built. All required aggregates used in the mining process are produced from waste material taken from the north end of the Portage pit. In 2008, a dewatering dyke was constructed in order to fully access the north half of the Portage pit in preparation for pit development in 2009 in order to have it ready for production in 2010. Future construction will include buildingConstruction of the Bay-Goose dyke, a second major dewatering dyke (the Bay-Goose dyke)required to access the southern portion of the Portage and the Goose Island pits. In 2011,pits, commenced in the Companysummer of 2009 and was completed in the spring of 2011. Three tailings impoundment dykes, Saddle Dam 1, Saddle Dam 2 and Stormwater Dykes, were built in 2009 and 2010. Also, the first phase of the main tailings impoundment dyke, Central Dyke, was started in 2012 and will construct anbe in construction for the duration of the mine life. The eight-kilometre long access road to service the Vault pit.pit was started in 2011 and completed in 2012.

Mining Methods

Mining at the Meadowbank Minemine is done by open pit with trucks and excavators. OreThe ore is extracted conventionally using drilling and blasting, with truck haulagethen hauled by trucks to a primary gyratory crusher located adjacent to the mill. The marginalmarginal-grade material (material grading under the cut-off grade material (that is, material grading between actual cut-off and break even cut-off) is separated and stockpiled for future processing. Also,at a sub-grade material stockpile (that is, material forgold price of $1,490 per ounce but which extraction and stockpile has already been paid for and currently grades too lowthe potential to be processed) will be created for potential processingincrease the reserves at the end of the mine life.life if the metal prices justify its processing) is stockpiled separately. Also, low-grade material stockpiles (material that has been extracted but currently is lower than the mill feed grade) were created. This low-grade material is processed when the mining fronts cannot supply enough material to the mill. Waste rock is hauled to

2012 ANNUAL REPORT            65

Table of Contents



one of two waste storage areasstorages on the property, used for dyke construction or fillconstruction material or dumpedbackfilled into selective areas of the open pits that have



previously been mined out. out area.

Mining will initially be concentratedfirst commenced in the Portage pit area. Waste material from the pre-stripping will be used as bulk construction materials for dykes, as well as for construction fill material around the site.

        During pre-production, ore grade material was stockpiled close to the primary crusher. From 2009 through 2013, all of the ore is scheduled to be sourced from the Portage pit. Waste material will be used to complete the construction of the Bay-Goose, Central, Stormwaterin 2010 and 7 Saddle Dam dykes, with the remaining waste hauled to a primary dump north of Second Portage Lake.

        With the completion of the Bay-Goose dyke,in the Goose Island pit will be brought into production in 2013. The Company anticipates that these two pits will operate concurrently for a period of one year, from 2013 through 2014. Waste strippingMarch 2012, and is scheduled to commence in the Vault pit in 2014, with the start of ore mining anticipated in 2014 as the Goose Island pit becomes depleted. During the last four years of the current mine life, estimated to begin in 2015, mining will be exclusively from the Vault pit.2014.

Surface Facilities

The accommodations complex at the Meadowbank Minemine consists of a permanent camp with capacity for 364 employees and a temporary camp to accommodate 200 extra workers. The camp is supported with a sewage treatment, solid waste disposal and potable water plant. In 2008, the exploration group was relocated eight kilometres south of the minesite location to a separate camp with an 80-person capacity. A major fire in March 2011 destroyed the kitchen facilities at the Meadowbank mine. New kitchen facilities were built in the summer of 2011 and commissioned in December 2011.

Plant site facilities include a mill building, a maintenance mechanical shop building, a generator building, an assay lab and a heavy vehicle maintenance shop. A structure comprised of two separate crusher structure willcrushers flank the main process complex. Power is supplied by an 26.4-megawatt29-megawatt diesel electric power generation plant with heat recovery and an onsite fuel storage (5(5.6 million litres) and distribution system. The mill-service-power complex is connected to the accommodations complex by enclosed corridors. In addition, the Company will buildis building peripheral infrastructure including tailings and waste impoundment areas. In January 2012, the Company identified naturally occurring asbestos fibres in dust samples taken from the secondary crusher building at the Meadowbank mine and subsequently found small concentrations of fibres in the ore coming from certain areas of the open pit mines. The Company has instituted additional monitoring and an asbestos management program at the site to ensure that asbestos levels are within applicable territorial, regulatory and industry standards.

Facilities constructed at Baker Lake include a barge landing site located three kilometres east of the community and a storage compound. A fuel storage and distribution complex with a 40-million60-million litre capacity has been built next to the barge landing facility.

In 2013, new facilities will be built near the Vault deposit as a result of the remoteness of this pit (the Vault deposit is located approximately 8 kilometres from the mine complex). The new facilities will include a refuge, a storage area, a fuel farm, an electrical power generation plant and a water treatment plant.

The process design is based on a conventional gold plant flowsheet consisting of primary gyratorytwo-stage crushing, grinding, gravity concentration, cyanide leaching and gold recovery in a carbon-in-pulp ("CIP")CIP circuit. The mill is designed to operate 365 days per yearfor year-round operations with a design capacity of 8,5009,800 tonnes per day. The overall gold recovery is projected to be approximately 93.4%92.8%, based on projections from metallurgical test work, with approximately 40%15% typically recovered in the gravity circuit.

The Company will use crushedrun-of-mine ore that will be fedis transported to a coarsethe crusher using an off-road truck. The ore stockpile and then reclaimed by a SAG mill operatingis dumped into the gyratory crusher or into designated ore-type stockpiles. The product from the primary crusher is conveyed to the cone crusher in closed circuit with a pebble crusher.vibrating screen. The crushed ore is delivered to the coarse ore stockpile and ore from the stockpile is conveyed to the mill. The grinding circuit is comprised of a primary SAG mill operates together withoperated in open circuit and a secondary ball mill to reduce the ore to approximately 80% passing 60 to 90 microns, depending on the ore type and its hardness. The ball mill operatesoperated in closed circuit with cyclones. A portion of the cyclone underflow stream is sent to the concentrator, which separates the heavy minerals from the ore. The grinding circuit incorporates a gravity process to recover free gold and the free gold concentrate is leached in an intensive cyanide leach-direct electrowinning recovery process.

The cyclone overflow is sent to the grinding thickener. The clarified overflow is recycled to the grinding circuit and thickened priorunderflow is pumped to a pre-aeration with air and leaching in agitated tanks.leach circuit. The cyanide circuit consists of seven tanks providing approximately 42 hours retention time. The leached slurry is directedflows to a six-tanktrain of six CIP system for gold recovery.tanks. Gold in the solution flowing from the leaching circuit is recovered on carbon and subsequently stripped and thenadsorbed into the activated carbon. Gold is recovered from the stripcarbon in a Zadra elution circuit and is recovered from the solution byusing an electrowinning followed by smelting and the production of arecovery process. The gold sludge is then poured into dore bar.bars using an electric induction furnace.

The CIP tailings will beare treated for the destruction of cyanide using the standard sulphur-dioxide-air process. The detoxified tailings will beare then pumped to the permanent tailings facility. The tailings storage is designed for zero discharge, with all process water being reclaimed for re-use in the mill to minimize the water requirements for the project.requirements.

Mineral Recoveries

Gold recoveries are expected to average 93.4%92.8% for all deposits. The different ore zones have slightly different grind sensitivities to gold recovery and, as such, different particle size distributions are recommended



as target grinds in the

66            AGNICO-EAGLE MINES LIMITED

Table of Contents



process. The use of a slightly coarser grind for the Vault ores will allow all three of the ore zones to be processed at a consistent process throughput.

During 2012, gold recovery averaged 93.91%. Approximately 3,820,000 tonnes of ore were processed, averaging 10,440 tonnes of ore per day with the mill operating 94.1% of available time. The following table sets out the metal recoveries for the 3,200,000 tonnes of ore extracted at the Meadowbank mine in 2012. Mill processing exceeded extraction from the mine in 2012; 346,000 tonnes came from the marginal stockpile and 274,000 tonnes from the low-grade stockpile.


Head
Grade
Overall
Metal
Recovery
Payable
Production

Gold3.18 g/t93.91%366,030 oz

Environmental Matters (including Inuit Impact and Benefit Agreement)

The development of the Meadowbank Minemine was subject to an extensive environmental review process under the Nunavut Land Claims Agreement administered by the Nunavut Impact Review Board (the "NIRB"). On December 30, 2006, a predecessor to the Company received the Project Certificate from the NIRB, which includesincluded the terms and conditions to ensure the environmental integrity of the development process. The Nunavut Water Board providedSubsequently, in July 2008, the recommendationCompany received a water licence from the NWB for construction and operation of the mine subject to additional terms and conditions. Both authorizations were approved by the Ministrythen Minister of IndianAboriginal Affairs and Northern Development (Canada) to grant the Meadowbank Mine's construction and operation under a water licence in July 2008.Canada.

In February 2007, a predecessor to the Company and the Nunavut government signed a Development Partnership Agreement (the "DPA") with respect to the Meadowbank Mine.mine. The DPA provides a framework for stakeholders, including the federal and municipal governments and the KIA, to maximize the long-term socio-economic benefits of the Meadowbank Minemine to Nunavut.

An Inuit Impact Benefit AgreementIIBA for the Meadowbank Minemine (the "IIBA""Meadowbank IIBA") was signed with the KIA in March 2006. This agreement was renegotiated and a revised Meadowbank IIBA was signed on October 18, 2011. The Meadowbank IIBA ensures that local employment, training and business opportunities arising from all phases of the project are accessible to the Kivalliq Inuit. The Meadowbank IIBA also outlines the special considerations and compensation that Cumberland agreed to providemust be provided to the Inuit regarding traditional, social and cultural matters.

The Company currently holds a renewable exploration lease from the KIA that expires December 31, 2010.2015. In July 2008, the Company signed a production lease for the construction and the operation of the mine, the mill and all related activities. In April 2008, the Company and the KIA signed a water compensation agreement for the Meadowbank Minemine addressing Inuit rights under the Land Claims Agreement respecting compensation for water use and water impacts associated with the project.

The Meadowbank Minemine consists of severalthree gold-bearing deposits: Portage, Goose and Vault. A series of sixfour dykes have or will bebeen built to isolate the mining activities at the Portage and Goose deposits from neighbouring lakes. An additional dyke will be built in 2013 to isolate the mining activities at the Vault deposit. Waste rock from the Portage, Goose Island and Vault pits will beis primarily stored in the Portage and Vault rock storage facility.facilities, and a portion of the waste is placed in the Portage Pit. The control strategy to minimize the onset of oxidation and the subsequent generation of acid mine drainage includes freeze control of the waste rock through permafrost encapsulation and capping with an insulating convective layer of neutralizing rock (ultramafic and non-acid generating volcanic rocks). The Vault rock storage facility does not require an insulating convective layer due to the non-acid generating nature of the rock in that area. Waste rock deposited in the Portage pit will be covered with water during the closure phase flooding of the pit which will prevent any acid generation. Because the site is underlain by about 450 metres of permafrost, the waste rock below the capping layer is expected to freeze, resulting in low (if any) rates of acid rock drainage generation in the long term.

Tailings will beare stored in the dewatered portion of the Second Portage arm. Initially theLake. The tailings will be deposited in a subaqueous environment, but the majority of tailings will beare deposited on tailings beaches.beaches within a two cell tailings storage facility. A reclamation pond will be operatedis located within the tailings storage facility. The control strategy to minimize water infiltration into the tailings storage facility and the migration of constituents out of the facility includes freeze control of the tailings through permafrost encapsulation.encapsulation and through comprehensive, engineered dyke

2012 ANNUAL REPORT            67

Table of Contents



liners. A four-metre-thick dry cover of acid neutralizing ultramafic rockfillrock backfill will be placed over the tailings as an insulating convective layer to confine the permafrost active layer within relatively inert tailings materials.

The water management objective for the project is to minimize the potential impact on the quality of surface water and groundwater resources at the site. Diversion ditches will bewere constructed in 2012 to avoid the contact of clean runoff water with areas affected by the mine or mining activities. Contact water originating from affected areas will beis intercepted, collected, conveyed to the tailings storage facility or a site attenuation pond for re-use in process or decanted to treatment for removal of solids (if needed) prior to release to receiving lakes.the Third Portage Lake.

Capital Expenditures/Development

A total of $105$86 million has been budgeted to be spent at the Meadowbank Minemine (excluding exploration) in 2010,2013, including $48$55 million on dyke construction, $38$25.6 million on sustaining capital and equipment and $10$1.4 million on mining pre-productionconstruction projects carried over from 2012. As well, $2.2 million has been budgeted to complete 11,500 metres of delineation drilling in the starter pit and deferred stripping.an additional $0.8 million to complete 3,500 metres of diamond drilling in the Vault East deposit area in order to define additional resources. It is also expected that there will be 5,000 metres of diamond drilling representing $1 million to continue testing the goose underground structure below the ultimate pit. Regional exploration in the Meadowbank area has been budgeted at $1.8 million and will include 4,000 metres of exploration diamond drilling.

The Meadowbank mine is expected to startstarted production in 2010. Total capital costs of construction incurred since the date of acquisition by the Company amounted to $721 million.$1.1 billion as at December 31, 2012. The remaining mine life is expected to be tenfive years.


Geology, Mineralization and Exploration

Geology

The Meadowbank Minemine comprises a number of Archean-age gold deposits hosted within polydeformed volcanic and sedimentary rocks of the Woodburn Lake Group, part of the Western Churchill supergroup in northern Canada.

Three minable gold deposits  Goose, Portage and Vault  have been discovered along the 25-kilometre long Meadowbank gold trend, and the PDF deposit (a fourth deposit) has been outlined on the northeast gold trend. These known gold resources are within 225 metres of the surface, making the project amenable to open pit mining.

Mineralization

The predominant gold mineralization found in the Portage and Goose deposits is associated with iron sulfides, mainly pyrite and pyrrhotite, which is foundoccur as a replacement of magnetite in the oxide facies iron formation host rock. To a lesser extent, pyrite and chalcopyrite may be found and, on rare occasions, arsenopyrite may be associated with the other sulphides. Gold is mainly observed in native form (electrum), occurring in isolated specs or as plating around sulfide grains. The mineralization is usually restrictedore zones are typically 6-7 metres wide, following the contacts between the iron formation units and the surrounding host rock. Zones extend up to several hundred metres in length laterally, but vertically may extend to over several hundred metres.along strike and at depth. The sulphides primarily occur as replacement of the primary magnetite layers, as well as narrow stringers or bands of disseminated sulphides that almost always crosscut the main foliation and/or bedding which would imply an epigenetic mode of emplacement. The percentage of sulphides is quite variable and may range from trace to semi-massive amounts over several centimetres to several metres in length. The higher gold grades and the occasional occurrence of visible gold are almost always associated with greater than 20% sulphide content.

The main mineralized banded iron formation unit is bounded by an ultramafic unit to the west which locally occurs interlayered with the banded iron formation and to the east by an intermediate to felsic metavolcaniclastic unit.

In the Vault deposit, pyrite is the principal ore bearingore-bearing sulphide. The disseminated sulphides occur along sheared horizons that have been sericitized and silicified. These zones are several metres wide and may continue for hundreds of metres along strike and down dip.

Three of the four known gold deposits are currently planned to be mined. The Goose Island and Portage deposits are hosted within highly deformed, magnetite-rich iron formation rocks, while intermediate volcanic rock assemblages host the majority of the mineralization at the more northerly Vault deposit. The fourth deposit, PDF, shows the same characteristics as Vault, though it is not currently anticipated to be a mineable deposit.

68            AGNICO-EAGLE MINES LIMITED

Table of Contents


Defined over a 1.85-kilometre strike length and across lateral extents ranging from 100 to 230 metres, the geometry of the Portage deposit consists of general north-northwest-striking ore zones that are highly folded. The mineralization in the lower limb of the fold is typically six to eight metres in true thickness, reaching up to 20 metres in the hinge area.

The Goose Island deposit is located just south of the Portage deposit and is also associated with iron formation but exhibits different geometry, with a north-south trend and a steep westerly dip. Mineralized zones typically occur as a single unit near surface, splaying into several limbs at depth. The deposit is currently defined over a 750-metre strike length and down to 500 metres at depth (mainly in the southern end), with true thicknesses of three to 12 metres (reaching up to 20 metres locally). The Goose underground resource (100 to 500 metres at depth) extends 700 metres to the south of the Goose pit. The ore zones show the same characteristics as the Goose pit, which is two to five main zones sub-parallel and undulating. The average thickness rarely exceedexceeds three to five metres.

The Vault deposit is located seven kilometres northeast of the Portage and Goose deposits. It is planar and shallow-dipping with a defined strike of 1,100 metres. The deposit has been disturbed by two sets of normal faults striking east-west and north-south and dipping moderately to the southeast and steeply to the east, respectively. The main lens has an average true thickness of eight to 12 metres, reaching as high as 18 metres locally. The hanging wall lenses are typically three to five metres, and up to seven metres, in true thickness.


Exploration

        Grass rootsGrassroots exploration in the project area began as early as 1980. As some interesting targets arose, severalSeveral companies conducted various types of work between 1980 and 2007. Throughout these years, six deposits were the main focus of exploration: Portage, Cannu, Bay Zone, Goose, Vault and PDF. Over time, the Cannu, Bay Zone and Portage deposits were combined into one mineable deposit.deposit referred to as Portage. Exploration has extended the Goose Island deposit southward, adding the Goose South and Gosling zones.

In 2009, the mine exploration group took over the pit and adjacent areas. Three goals were targeted: exploration drilling, resource conversion and waste pad condemnation.

In 2010, 102 holes totalling 37,928 metres were drilled. The main focus of the exploration campaign was ontesting the underground potential of the Goose deposit, resource conversions at the Vault deposit and on the south continuity of the Portage and Goose deposit. Adeposits. On the Goose underground deposit, a total of 7723 holes for 22,20711,145 metres were drilled from 100200 to 500750 metres in depth. These holes greatly increasedcontributed to increase the continuity and understanding of the mineralization distribution. Other targets were the Goose-Portage gap, up to 100 metres in depth. These holes showed a lack of continuity between Portage South and Goose North. Nonetheless, deeper holes in the area pointed to the presence of a package of iron formations related to Goose deposit. Holes drilled on the west limb of Portage deposit focussed on raising the level of geological continuity under the Second Portage arm, with marginal impact on the overall reserves of the Portage deposit. Exploration expenditures of $7.0 million for a phase 1 of the mine and $2.0 million for regional exploration are planned for 2010. The Vault deposit will also be tested. Additionally, surface regional programs will be executed to follow up on known gold occurrences and identified gold and base metal showing on the regional scale of the property.

        In 2009, 113 holes totalling 29,822 metres were drilled at Meadowbank.mineralization. The drilling was predominantly to expand the Goose deposit at depth and towards the south, as well as to conduct infill drilling in areas where large gaps occurred between auriferous intersections. The program was successful in expanding the Goose deposit at depth and towards the south.

        ForOn the Vault deposit, a total of 39 holes for 5,943 metres were drilled from 25 to 200 metres in depth during 2010. These holes were aimed at converting resources close to the pit shell and also to extending resources to the south-west continuity towards the Tern Lake porphyry.

On the southern portion of the Portage deposit, a total of 18 holes for 8,070 metres were drilled from 50 to 250 metres in depth during 2010, with the mineaim of converting resources directly south of the Portage pit and other inferred occurrences within a close proximity to the pit.

On the Goose south trend, a total of 13 holes for 7,320 metres were drilled from 150 to 250 metres in depth during 2010. These holes were aimed at following the south trend of the Portage Goose iron formation.

In 2011, 284 diamond drill holes totalling 24,229 metres were drilled. The exploration program has three mainhad four goals: exploring the Goose-Portage gap at depth; filling gaps in the Goose underground area, including completing the 100 to 500 metre resource conversion coverage; and extending the continuitysouthern trend of the Goose underground zonesdeposit at depth; following-up on the regional results of testing on the Farwest Iron Formation and the geophysics of the Tern Lake porphyry completed in 2010; continuing resource conversion work initiated on the Vault deposit in 2010 and extending resources on the south west part of deposit; and a resources conversion with a definition program in Portage pit.

The definition program on the Portage pit was conducted in phases from May to December 2011 and represented 165 holes totalling 11,431 metres of diamond drilling. In addition, reverse circulation drilling was used to drill over 42 holes totalling 1,074 metres. This method is expected to reduce the south. A new theorycost of where auriferous banded iron formation should occur betweendrilling.

On the Goose South trend, 6 holes totalling 2,382 metres were drilled during 2011. On the Farwest Iron Formation, 7 holes for a total of 2,721 metres were drilled along the trend and verified the potential of the west contact with the granitic mass. On the Tern Lake porphyry, 19 holes totalling 931 metres were drilled.

2012 ANNUAL REPORT            69

Table of Contents


At the Vault pit during 2011, 19 holes were drilled for a total of 1,250 metres, 43 holes totalling 3,545 metres were drilled in Vault South and 25 holes totalling 1,969 metres were drilled in Vault East.

In 2012, 517 diamond and reverse circulation drill holes totalling 28,052 metres were drilled. Exploration focused on delineation and infill drilling on the Portage and Goose deposits will be testedpits and resource conversion, definition and condemnation drilling at Vault. In addition, two deep exploration holes were drilled to follow up on earlier testing of the north and south extension of the Portage main structure.

The delineation drilling program on the Portage pit was conducted throughout the year with additional testing furthera break between June and September while waiting for the reverse circulation drill to arrive by sealift. A total of 134 reverse circulation holes in 3,254 metres and 205 diamond drill holes in 11,304 metres were drilled in the north pit and south pit, including the Pushback area. The drilling program resulted in the completion of a 25x25 metre grid over the entire pit and the commencement of a 12.5x12.5 metre infill grid.

At the Goose Island pit, 1,902 metres in 7 reverse circulation holes and 3,347 metres in 74 diamond drill holes were drilled in 2012. The diamond drill holes were drilled in January and February, primarily to complete the 25x25 metre delineation grid in the pit. The reverse circulation holes were drilled in selected areas on a 12.5x12.5 metre grid in October and November 2012.

At the Vault project, 3,441 metres in 70 diamond drill holes were drilled between mid-February and early April 2012 to partially complete the delineation program (25x25 metre grid) within the starter pit. Additional drilling to complete this program is planned for 2013. A condemnation drilling program for the waste storage facility was also completed by early April 2012, with 3,777 metres drilled in 25 holes.

Drilling carried out during the period of 2009 to 2012 returned significant results on the Goose underground and Vault deposits. At the Goose deposit, the increase in indicated mineral resources comes from a confirmation of continuity towards the south and at depth. At the Vault deposit, the increase in mineral reserves is the result of converting resources to reserves at depth along possible ore shoots within the host unit. The program will be completedeast pit wall. Positive drill results show continuity of mineralization toward the southwest where reserves have been defined in phases and will be conducted between January and June. Some holes will be drilled on Vault, especially on Vault South.what is currently called the Phaser pit.

Meliadine Project

The Meliadine project is an advanced exploration property located near the western shore of Hudson Bay in the Kivalliq region of Nunavut, about 25 kilometres north of the hamlet of Rankin Inlet and 290 kilometres southeast of the Meadowbank mine. The closest major city is Winnipeg, Manitoba, about 1,500 kilometres to the south.

The Company acquired its 100% interest in the Meliadine project through its acquisition of Comaplex in July 2010 (see "– History and Development of the Company").

The mineral reserves and resources of the Meliadine project are estimated at December 31, 2012 to contain proven and probable mineral reserves of 3.0 million ounces of gold in 13.3 million tonnes of ore grading 7.0 grams per tonne. In addition, the project had 17.2 million tonnes of indicated mineral resources grading 3.9 grams of gold per tonne and 14.8 million tonnes of inferred mineral resources grading 6.2 grams of gold per tonne at December 31, 2012.

The Meliadine property is a large, almost entirely contiguous land package that is nearly 80 kilometres long. It consists of 65,499 hectares of mineral rights, of which 62,069 hectares are held under the Canada Mining Regulations and administered by the Aboriginal Affairs and Northern Development Canada and referred to as Crown Land. The Crown Land is made up of mining claims covering 10,783 hectares and mineral leases covering 51,286 hectares. There are also 3,430 hectares of subsurface Nunavut Tunngavik Inc. concessions administered by a division of the Nunavut Territorial government. In 2012, C$126,734 was paid to Aboriginal Affairs and Northern Development Canada for the mining lease; Nunavut Tunngavik Inc. requires annual rental fees of C$13,721 and exploration expenditures of C$102,909.

The Kivalliq region has an arid arctic climate. The Meliadine property is mainly covered by glacial overburden with the presence of deep-seated permafrost. The property is about 60 metres above sea level in low-lying topography with numerous lakes. Surface waters are usually frozen by early October and remain frozen until early June. Surface geological work can be carried out from mid-May to mid-October, while exploration drilling can take place throughout the year, though is reduced in December and January due to cold and darkness.

Equipment, fuel and dry goods are transported on the annual warm-weather sealift by barge to Rankin Inlet via Hudson Bay. Ocean-going barges from Churchill, Manitoba or eastern Canadian ports can access the community from late June to early October. Churchill, which is approximately 470 kilometres south of Rankin Inlet, has a deep-water port facility and a year-round rail link to locations to the south.

70            AGNICO-EAGLE MINES LIMITED

Table of Contents


Personnel, perishables and lighter goods arrive at the Rankin Inlet regional airport by commercial or charter airline, from which they can be flown to the property by chartered helicopter or delivered by tracked vehicles by a winter-road from Rankin Inlet directly to the Meliadine project exploration camp from January to mid-May. In 2011, the Company submitted an application to the NIRB and other regulatory agencies proposing the building of a 23.8-kilometre-long all-weather gravel road (including three bridges) linking Rankin Inlet with the project site to support ongoing exploration activities at the Meliadine project property. Approval from the NIRB on the application was received in February 2012 and a water license from the NWB was received in March 2012. Construction of the road began in March 2012. As at December 31, 2012, 11.5 kilometres of the road and all three of the bridges had been completed. The construction of the road is expected to be completed by mid-2013.

Exploration personnel for the Meliadine project are mainly sourced from other parts of Canada on a fly-in/fly-out rotation from Val d'Or, Quebec, and Winnipeg, Manitoba, although there is preferential employment of qualified people from the Kivalliq region. The hamlet of Rankin Inlet has developed a strong taskforce of entrepreneurs who provide a wide variety of services, such as freight expediting, equipment supply and outfitting.

Location Map of the Meliadine Project (as at December 31, 2012)

GRAPHIC

2012 ANNUAL REPORT            71

Table of Contents


Mining and Milling Facilities

Surface Plan of the Meliadine Project (as at December 31, 2012)

GRAPHIC

Facilities

Current facilities include the Meliadine project exploration camp located on the shore of Meliadine Lake, approximately 2.3 kilometres east of the Tiriganiaq deposit. The self-contained camp consists of four wings of new trailers that can accommodate up to 200 personnel and includes new kitchen facilities, complete with diesel generators. These new facilities replaced the previous tent exploration camp.

As described above, construction of an all-weather access road linking Rankin Inlet to the Meliadine site began in March 2012 and is expected to be completed by mid-2013.

Power is currently generated using diesel generators for the Meliadine exploration camp on an as-required basis. Potable water for the Meliadine project camp is pumped from Meliadine Lake and water for the previous underground operations and surface drill programs is pumped from Pump Lake. The current water licence allows for a maximum daily water use of 290 cubic metres on the Meliadine West licence and 299 cubic metres on the Meliadine East licence.

72            AGNICO-EAGLE MINES LIMITED

Table of Contents


The Meliadine project exploration camp has an incinerator on site to burn all flammable materials, such as camp and food wastes. Plastics and metal objects, along with incinerator ash, are set aside for transport to be disposed of in the Rankin Inlet landfill. All hazardous and liquid wastes are held at the Meliadine project site for transport to a waste management company in southern Canada.

Sewage has been treated through a Biodisk treatment system since the summer of 2010. Run-off water is contained in the primary water containment area and released only when sampling results meet acceptable water quality standards. Routine water sampling has been conducted since the mid-1990s and reported on a monthly basis to the authorities.

The Meliadine East camp on Atulik Lake was decommissioned during the summer of 2010, with completion in the winter of 2010 and 2011. The core shack and storage building remain at the former camp site.

An underground portal allowing access to an exploration decline was built at the Tiriganiaq deposit in 2007 and 2008 in order to extract a bulk sample for study purposes. A waste rock and ore storage pad was generated during excavation of the decline and a sampling tower was installed for processing the bulk sample. There is a two-kilometre-long road between the Meliadine project exploration camp and the portal site. Another underground bulk sample of 4,600 tonnes of ore was taken from the Tiriganiaq deposit via this portal in 2011. The results confirmed the resource estimation model that has been developed for the two principal zones (Zones 1000 and 1100) at Tiriganiaq, and in fact indicated approximately 6% more gold than had been predicted by the block model for these areas. The 2011 bulk sample program also confirmed the previous assessment of the Company's block model in terms of grade continuity, consistency and distribution, and the evaluation of related mining properties through geological mapping, underground chip-, channel- and muck-sampling, and geotechnical observations.

Environmental Matters (including IIBA)

Land and environmental management in the region of the Meliadine project is generally governed by the provisions of the Land Claims Agreement. Pursuant to the Land Claims Agreement, land use leases must be obtained from the KIA. The Meliadine project has been granted a commercial lease for exploration and underground development activity, a prospecting and land use lease for exploration and development activities, an exploration land use lease for exploration and drilling on the Inuit-owned lands of Meliadine East and a parcel drilling permit for drilling activity on Inuit-owned lands. A number of right-of-way leases covering road access to the Meliadine project property and esker quarrying on the Inuit-owned lands were also granted by the KIA.

Pursuant to the Land Claims Agreement, an exploration water licence and a bulk sample water licence were granted by the NWB in March 2012. A project certificate from the NIRB is the next approval required for the Meliadine project. In connection therewith, the NIRB issued guidelines to the Company in February 2012 for the preparation of an environmental impact statement ("EIS") for the Meliadine project. The Company submitted a draft EIS to the NIRB for review in January 2013. The Company received comments from the NIRB regarding the draft EIS and expects to resubmit the draft EIS to the NIRB in April 2013. Upon completion of a public and technical review, a final EIS will be submitted to the NIRB and the Company expects to be granted a project certificate in mid-2014.

Other operating permits and licences can only be issued after a project certificate is received from the NIRB. An IIBA, an Inuit Water Compensation Agreement and a Production Lease will also need to be negotiated between the Company and the KIA. Negotiations regarding an IIBA between the Company and KIA commenced in January 2012.

Geology, Mineralization and Exploration

Geology and Mineralization

Archean volcanic and sedimentary rocks of the Meliadine greenstone belt underlie the property, which is mainly covered by glacial overburden with deep-seated permafrost and is part of the Western Churchill supergroup in northern Canada. The rock layers have been folded, sheared and metamorphosed, and have been truncated by the Pyke Fault, a regional structure that extends the entire 80-kilometre length of the large property.

The Pyke Fault appears to control gold mineralization on the Meliadine project property. At the southern edge of the fault is a series of oxide iron formations that host the seven Meliadine project deposits currently known. The deposits consist of multiple lodes of mesothermal quartz-vein stockworks, laminated veins and sulphidized iron formation mineralization with strike lengths of up to three kilometres. The Upper Oxide iron formation hosts the Tiriganiaq and Wolf North zones. The two Lower Lean iron formations contain the F Zone, Pump, Wolf Main and Wesmeg deposits. The Normeg zone was discovered in 2011 on the eastern end of the Wesmeg zone, near Tiriganiaq. The Wolf (North and Main), F Zone, Pump and Wesmeg/Normeg deposits are all within five kilometres of Tiriganiaq. The Discovery deposit is 17 kilometres east

2012 ANNUAL REPORT            73

Table of Contents



southeast of Tiriganiaq and is hosted by the Upper Oxide iron formation. Each of these deposits has mineralization within 120 metres of surface, making them potentially mineable by open pit methods. They also have deeper ore that could potentially be mined with underground methods, which is being examined in the feasibility study.

Exploration

The Meliadine property was explored for gold from 1987 through 2010 at a cost of C$166.8 million by former owners Asamera Inc., Rio Algom Limited, Comaplex, Cumberland and Western Mining International, as well as the Company and numerous consultants. For many years the property was divided into two halves – Meliadine East and Meliadine West – which were consolidated into the Meliadine property in December 2009.

Lack of outcropping bedrock in the area resulted in the use of high-density magnetic surveying followed by diamond drilling as the most common and successful exploration strategy on the property. This included 193,318 metres of drilling in 682 holes from 1993 through 2010, as well as geophysical surveying, prospecting and sampling. In 2007 and 2008, there was an underground exploration and bulk sample program on the Tiriganiaq deposit. This was followed by a preliminary assessment for the property in 2009, which indicated the potential of the project to support a mining operation.

In 2010, there were 128 exploration drill holes (32,000 metres) at the Meliadine project, of which 53% were drilled by the Company after acquiring the property in July 2010. The Company spent $10 million on exploration from July through December 2010.

The Company initiated an exploration and development program in the summer of 2010. Approximately 300,000 metres of drilling was completed by the end of 2012 to convert and extend the known mineral resources to reserves. This drilling was primarily carried out at Tiriganiaq, but also took place at other known mineralized zones. At the end of 2012, the Company had spent $150.2 million, broken down as follows: $45.7 million on exploration diamond drilling, $30.7 million on construction and equipment purchases (camp and road), $30.4 million on site services, transportation and accommodation, $11.6 million on environmental expenses and permitting, $11.3 million on underground work and equipment purchases, $11.0 million on administration and technical services, $6.5 million on a bulk sample and $3.0 million on studies. In 2013, a total of $91 million is budgeted on the project, including $15 million for a feasibility study, $6 million for permitting activities, $13 million for site infrastructure, $13 million for exploration ramp development, $15.9 million for camp operations and logisitics and $13.8 million for 55,000 metres of conversion and exploration drilling within the known deposits. An additional $10.4 million is budgeted for 35,000 metres of regional exploration drilling outside of the known deposits.

A feasibility study completed in 2011 confirmed the viability of the Meliadine project at an operating rate of 3,000 tonnes per day. Internal studies that incorporate the recent exploration results are currently underway looking to increase project throughput and improve the rate of return.

Regional Exploration Activities

During 2009,2012, the Company continued to actively explore in Quebec, Ontario, Nunavut, Nevada, Finland, andSweden, Mexico and began exploration in Argentina. The Canadian exploration activities were focused on the BousquetGoldex, Wyoming, Maritime and Lapa mining campsproperties in Quebec, as well as on the Meadowbank property in Nunavut where activities were conducted both within and outside the mining lease.lease and the Meliadine project, also in Nunavut. In the United States, exploration activities during 20092012 were concentrated on the West Pequop and Summit projects located in northeast Nevada and the Rattlesnake project located in northeast Nevada.Wyoming. At the LaRonde, Lapa, Pinos Altos and Kittila Mines,mines, the Company continued aggressive exploration programs around the current mines. In both countries, mostMost of the exploration budget was spent on drilling programs near the mine infrastructure along previously recognized gold trends.

At the end of December 2009,2012, the Company's land holdings of the Company in Canada consisted of 7869 projects comprised of 2,9112,748 mineral titles (claims, mining leases, etc.) covering an aggregate of 222,825220,060 hectares. Land holdings in the United States consisted of 11four properties comprised of 3,0582,620 mineral titles covering an aggregate of 26,17621,585 hectares. Land holdings in Finland consisted of three groups of properties comprised of 168289 mineral titles covering an aggregate of 20,03025,654 hectares. Land holdings in Sweden consisted of one project comprised of seven mineral titles covering an aggregate of 8,957 hectares. Land holdings in Mexico consisted of foureight projects comprised of 47116 mining concession titles covering an aggregate of 63,990129,258 hectares. New landLand holdings in Argentina in 2009 consisted of one project with two mineral titles covering an aggregate of 2,691 hectares.

74            AGNICO-EAGLE MINES LIMITED

Table of Contents


The total amount spent on regional exploration in 20092012 was $32.9$76.8 million, which included drilling 500860 holes for an aggregate of approximately 125237 kilometres. The budget for regional exploration expenditures in 20102013 is approximately $38.9$52.1 million, including approximately 116142.8 kilometres of drilling.


Mineral Reserves and Mineral Resources

Cautionary Note to Investors Concerning Estimates of Measured and Indicated Mineral Resources

Cautionary Note to Investors Concerning Estimates of Inferred Mineral Resources

Information on Mineral Reserves and Mineral Resources of the Company

The preparation of the information set forthout below with respect to the mineral reserves at the LaRonde, Mine (which includes mineral reserves at the LaRonde Mine extension), the Goldex, Lapa, Kittila, Pinos Altos and Meadowbank Minesmines, the Goldex and La India mine projects and the Meliadine and Bousquet projects has been supervised by Daniel Doucet, P.Eng., the Company's Vice-President, ProjectCorporate Director, Reserve Development Marc Legault, P.Eng,of the Company, a "qualified person" as that term is defined in NI 43-101. The Company's mineral reserves estimate was derived from internally generated data or geology reports. All of the Company's reserve and resource estimates have been audited reports.by independent consultants.

The criteria set forthout in NI 43-101 for reserve definitions and guidelines for classification of mineral reservereserves are similar to those used by Guide 7. However, the definitions in NI 43-101 differ in certain respects from those under Guide 7. Under Guide 7, among other things, a mineral reserve estimate must have a "final" or "bankable" feasibility study. Guide 7 also requires the use of commodity prices that reflect current economic conditions at the time of reserve determination, which Staff of the SEC has interpreted to mean historic three-year average prices. In addition to the differences noted above, Guide 7 does not recognize mineral resources.

The assumptions used for the 20092012 mineral reserves and resources estimates for the Lapa, Goldex, Meadowbank, Meliadine and Creston Mascota properties reported by the Company in this Form 20-F were based on three-year average prices for the period ending December 31, 2012 of $1,490 per ounce of gold, $29.00 per ounce of silver, $0.95 per pound of zinc, $3.67 per pound of copper, $1.00 per pound of lead and exchange rates of C$1.00 per $1.00, 12.75 Mexican pesos per $1.00 and $1.34 per €1.00. The assumptions used for the 2012 mineral reserves and resources estimates for the LaRonde, Kittila, Pinos Altos, La India and Tarachi properties reported by the Company in this Form 20-F used more conservative metal price assumptions of $1,345 per ounce of gold, $25.00 per ounce of silver, $0.95 per pound of zinc, $3.49 per pound of copper, $0.99 per pound of lead and exchange rates of C$1.00 per $1.00, 13.00 Mexican pesos per $1.00 and $1.30 per €1.00. The assumptions used for the 2011 mineral reserves and resources estimate reported by the Company in this Form 20-F were based on three-year average prices for the period ending December 31, 20092011 of $848$1,255 per ounce of gold, $14.35$23.00 per ounce of silver, $1.03$0.91 per pound of zinc, $2.91$3.25 per pound of copper, $0.97$0.95 per pound of lead and exchange rates of C$1.091.05 per $1.00, 11.8512.86 Mexican pesos per $1.00 and $1.41$1.37 per €1.00. The assumptions used for the 20082010 mineral reserves and resources estimate reported by the Company in this Form 20-F were based on three-year average prices for the period ending December 31, 20082010 of $725$1,024 per ounce gold, $13.32$16.62 per ounce silver, $1.27$0.86 per pound zinc, $3.15$2.97 per pound copper, $0.90 per pound lead and exchange rates of C$1.091.08 per $1.00, 11.0012.43 Mexican pesos per $1.00 and $1.37$1.40 per €1.00. Other assumptions used for estimating 20082011 and 20072010 mineral reserve and resource information may be found in the Company's annual filings in respect of the years ended December 31, 20082011 and December 31, 2007,2010, respectively.

2012 ANNUAL REPORT            75

Table of Contents


Set out below are the reserve estimates as of December 31, 2012, as calculated in accordance



with NI 43-101 and Guide 7, respectively (tonnages and contained gold quantities are rounded to the nearest thousand):

  National Instrument 43-101 Industry Guide No. 7
  
 
Property Tonnes Gold
Grade
(g/t)
 Contained
Gold (oz)
 Tonnes Gold
Grade
(g/t)
 Contained
Gold (oz)
 

Proven Reserves             

LaRonde mine (underground) 6,323,000 2.96 602,000 6,323,000 2.96 602,000 

Lapa mine (underground) 1,129,000 6.25 227,000 1,129,000 6.25 227,000 

Goldex mine project (underground) 59,000 1.70 3,000 59,000 1.70 3,000 

Kittila mine (open pit) 272,000 4.30 38,000 272,000 4.30 38,000 

Kittila mine (underground) 1,189,000 4.66 178,000 1,189,000 4.66 178,000 

Kittila mine total proven 1,461,000 4.59 216,000 1,461,000 4.59 216,000 

Pinos Altos mine (open pit) 457,000 0.93 14,000 457,000 0.93 14,000 

Pinos Altos mine (underground) 2,610,000 2.82 237,000 2,610,000 2.82 237,000 

Pinos Altos mine total proven 3,067,000 2.54 250,000 3,067,000 2.54 250,000 

Meadowbank mine (open pit) 1,764,000 1.56 88,000 1,764,000 1.56 88,000 

Meliadine project (open pit) 34,000 7.31 8,000 34,000 7.31 8,000 

Total Proven Reserves 13,836,000 3.13 1,394,000 13,836,000 3.13 1,394,000 

Probable Reserves             

LaRonde mine (underground) 22,462,000 4.99 3,604,000 22,462,000 4.99 3,604,000 

Bousquet (open pit) 2,943,000 1.88 178,000 2,943,000 1.88 178,000 

Lapa mine (underground) 939,000 5.58 168,000 939,000 5.58 168,000 

Goldex mine project (underground) 6,936,000 1.55 346,000 6,936,000 1.55 346,000 

Kittila mine (open pit) 182,000 3.51 21,000 182,000 3.51 21,000 

Kittila mine (underground) 31,480,000 4.49 4,547,000 31,480,000 4.49 4,547,000 

Kittila mine total probable 31,662,000 4.49 4,567,000 31,662,000 4.49 4,567,000 

Pinos Altos mine (open pit) 15,692,000 1.75 884,000 15,692,000 1.75 884,000 

Pinos Altos mine (underground) 19,382,000 2.54 1,580,000 19,382,000 2.54 1,580,000 

Pinos Altos mine total probable 35,074,000 2.18 2,464,000 35,074,000 2.18 2,464,000 

La India mine project (open pit) 33,457,000 0.72 776,000 33,457,000 0.72 776,000 

Meadowbank mine (open pit) 23,560,000 2.91 2,206,000 23,560,000 2.91 2,206,000 

Meliadine project (open pit) 5,172,000 5.85 973,000 5,172,000 5.85 973,000 

Meliadine project (underground) 8,094,000 7.71 2,006,000 8,094,000 7.71 2,006,000 

Meliadine project total probable 13,266,000 6.98 2,979,000 13,266,000 6.98 2,979,000 

Total Probable Reserves 170,300,000 3.16 17,286,000 170,300,000 3.16 17,286,000 

Total Proven and Probable Reserves 184,136,000 3.16 18,681,000 184,136,000 3.16 18,681,000 

76            AGNICO-EAGLE MINES LIMITED

Table of Contents


 
 National Instrument 43-101 Industry Guide No. 7 
Property
 Tonnes Gold
Grade
(g/t)
 Contained
Gold (oz)
 Tonnes Gold
Grade
(g/t)
 Contained
Gold (oz)
 

Proven Reserves

                   

LaRonde (underground)

  4,755,000  2.34  358,000  4,755,000  2.34  358,000 

Goldex (underground)

  5,217,000  2.02  339,000  5,217,000  2.02  339,000 
 

Kittila (open pit)

  255,000  3.71  30,000  255,000  3.71  30,000 
 

Kittila (underground)

  1,000  3.81  0  1,000  3.81  0 

Kittila total proven

  257,000  3.71  31,000  257,000  3.71  31,000 

Lapa (underground)

  897,000  8.33  240,000  897,000  8.33  240,000 

Pinos Altos (open pit)

  880,000  1.51  43,000  880,000  1.51  43,000 

Meadowbank (open pit)

  600,000  4.57  88,000  600,000  4.57  88,000 

Total Proven Reserves

  12,605,000  2.71  1,098,000  12,605,000  2.71  1,098,000 

Probable Reserves

                   

LaRonde (underground)

  29,625,000  4.72  4,492,000  29,625,000  4.72  4,492,000 

Goldex (underground)

  19,524,000  2.06  1,291,000  19,524,000  2.06  1,291,000 
 

Kittila (open pit)

  3,053,000  5.05  496,000  3,053,000  5.05  496,000 
 

Kittila (underground)

  22,651,000  4.80  3,499,000  22,651,000  4.80  3,499,000 

Kittila total probable

  25,704,000  4.83  3,995,000  25,704,000  4.83  3,994,000 

Lapa (underground)

  2,319,000  8.09  603,000  2,319,000  8.09  603,000 
 

Pinos Altos (open pit)

  18,101,000  2.05  1,195,000  18,101,000  2.05  1,195,000 
 

Pinos Altos (underground)

  22,979,000  2.92  2,158,000  22,979,000  2.92  2,158,000 

Pinos Altos total probable

  41,080,000  2.54  3,353,000  41,080,000  2.54  3,353,000 

Meadowbank (open pit)

  31,600,000  3.51  3,567,000  31,600,000  3.51  3,567,000 

Total Probable Reserves

  149,852,000  3.59  17,300,000  149,852,000  3.59  17,300,000 

Total Proven and Probable Reserves

  
162,458,000
  
3.52
  
18,398,000
  
162,458,000
  
3.52
  
18,398,000
 

In the following tables setting out mineral reserve information about the Company's mineral projects, tonnage information is rounded to the nearest thousand tonnes and the total contained gold ounces stated do not include equivalent gold ounces for byproduct metals contained in the mineral reservereserve. For all reserves and resources other than inferred mineral resources, the reported metal grades in the estimates represent in-place grades and do not reflect losses in the recovery process, that is, the metallurgical losses associated with processing the extracted ore. The mineral reserve and mineral resource figures presented in this Form 20-F are estimates, and no assurance can be given that the anticipated tonnages and grades will be achieved or that the indicated level of recovery will be realized.


LaRonde Mine Mineral Reserves and Mineral Resources

 
 As at December 31, 
 
 2009 2008 2007 

Gold

          
 

Proven mineral reserves — tonnes

  2,700,000  2,300,000  2,800,000 
 

Average grade — gold grams per tonne

  3.37  3.95  3.98 
 

Probable mineral reserves — tonnes

  26,500,000  26,500,000  25,600,000 
 

Average grade — gold grams per tonne

  5.16  5.23  5.37 

Zinc

          
 

Proven mineral reserves — tonnes

  2,100,000  1,800,000  1,900,000 
 

Average grade — gold grams per tonne

  1.03  1.19  1.06 
 

Probable — tonnes

  3,100,000  5,200,000  4,600,000 
 

Average grade — gold grams per tonne

  0.99  0.94  0.80 

Total proven and probable mineral reserves — tonnes

  34,400,000  35,800,000  34,900,000 

Average grade — gold grams per tonne

  4.39  4.32  4.42 

Total contained gold ounces

  4,849,000  4,974,000  4,958,000 

  As at December 31,
  
  2012 2011 2010 
  
Gold-Rich Orebody       

 Proven mineral reserves – tonnes 5,300,000 4,100,000 3,200,000 

 Average grade – gold grams per tonne 3.30 3.10 3.07 

 Probable mineral reserves – tonnes 21,800,000 26,700,000 27,900,000 

 Average grade – gold grams per tonne 5.11 4.91 4.90 

Gold-Poor Orebody       

 Proven mineral reserves – tonnes 1,000,000 1,200,000 1,600,000 

 Average grade – gold grams per tonne 1.23 0.97 0.95 

 Probable mineral reserves – tonnes 700,000 1,200,000 2,000,000 

 Average grade – gold grams per tonne 1.11 1.22 1.01 

Total proven and probable mineral reserves – tonnes 28,800,000 33,200,000 34,700,000 

Average grade – gold grams per tonne 4.54 4.40 4.32 

Total contained gold ounces 4,206,000 4,700,000 4,818,000 

Notes:

(1)
The 20092012 proven and probable mineral reserves set forthout in the table above are based on a net smelter return cut-off value of the ore that varies between C$66.0088 per tonne and C$77.00118 per tonne depending on the deposit. The Company's historical metallurgical recovery rates at the LaRonde Minemine from January 1, 20032004 to December 31, 20092012 averaged 91.0%90.7% for gold, 86.2%87.0% for silver, 85.1%81.6% for zinc and 81.9%86.4% for copper. The historical metallurgical recovery rate for lead from January 1, 2008 to December 31, 2012 was 15.4%. The Company estimates that a 10% change in the gold price would result in an approximate 2%0.9% change in mineral reserves.

(2)
In addition to the mineral reserves set out above, at December 31, 2009,2012, the LaRonde Minemine contained indicated mineral resources of 6.5 million5,432,000 tonnes grading 1.851.88 grams of gold per tonne and inferred mineral resources of 10.9 million11,887,000 tonnes grading 3.933.73 grams of gold per tonne.

(3)
The following table shows the reconciliation of mineral reserves (in nearest thousand tonnes) at the LaRonde Minemine by category at December 31, 20092012 with those at December 31, 2008.2011. Revision means additional mineral reserves converted from mineral resources or other categories of mineral reserves and mineral reserves added from exploration activities during 2009.2012.

  
 Proven Probable Total 
 

December 31, 2008

  4,075  31,735  35,810 
 

Mined in 2009

  2,546  0  2,546 
 

Revision

  3,226  (2,110) 1,116 
 

December 31, 2009

  4,755  29,625  34,380 
  
  Proven Probable Total  
  

December 31, 2011 5,331 27,901 33,232  

Processed in 2012 2,359  2,359  

Revision 3,351 (5,439)(2,087) 

December 31, 2012 6,323 22,462 28,786  

(4)
Complete information on the verification procedures, the quality assurance program, quality control procedures, parameters and methods and other factors that may materially affect scientific and technical information presented in this Form 20-F relating to the LaRonde Minemine may be found in the Technical Report on the 2005 LaRonde Mineral Resource & Mineral Reserve Estimate filed with Canadian securities regulatory authorities on SEDARthe System for Electronic Document Analysis and Retrieval ("SEDAR") on March 23, 2005.

(5)
At December 31, 2012, the Bousquet project contained probable mineral reserves of 2,943,000 tonnes grading 1.88 grams of gold per tonne. In addition, the Bousquet project contained indicated mineral resources of 9,805,000 tonnes grading 2.44 grams of gold per tonne and inferred mineral resources of 4,567,000 tonnes grading 4.04 grams of gold per tonne.

2012 ANNUAL REPORT            77

Table of Contents


GoldexLapa Mine Mineral Reserves and Mineral Resources

 
 As at December 31, 
 
 2009 2008 2007 

Gold

          
 

Proven mineral reserves — tonnes

  5,217,000  434,000  250,000 
 

Average grade — gold grams per tonne

  2.02  1.95  2.23 
 

Probable mineral reserves — tonnes

  19,524,000  23,391,000  22,800,000 
 

Average grade — gold grams per tonne

  2.06  2.05  2.20 

Total proven and probable mineral reserves — tonnes

  24,741,000  23,825,000  23,100,000 

Average grade — gold grams per tonne

  2.05  2.05  2.20 

Total contained gold ounces

  1,630,000  1,571,000  1,634,000 

  As at December 31,
  
  2012 2011 2010 
  
Gold       

 Proven mineral reserves – tonnes 1,129,000 1,044,000 1,122,000 

 Average grade – gold grams per tonne 6.25 6.45 7.24 

 Probable mineral reserves – tonnes 939,000 1,340,000 1,709,000 

 Average grade – gold grams per tonne 5.58 6.61 7.56 

Total proven and probable mineral reserves – tonnes 2,068,000 2,384,000 2,831,000 

Average grade – gold grams per tonne 5.95 6.54 7.43 

Total contained gold ounces 395,000 501,000 677,000 

Notes:

(1)
The 2009 proven and probable2012 mineral reservesreserve estimates were estimatedcalculated using an assumed metallurgical gold recovery of 90.0%. Mining costs were estimated to vary between C$19.52 per tonne71% and C$36.20 per tonne, depending on the deposit. Thea cut-off grade used for mineral reserves was 1.37of 3.9 grams of gold per tonne, and the resource estimates were calculated using an assumed metallurgical gold recovery of 75% and a cut-off grade of 2.8 grams of gold per tonne. The operating cost per tonne estimate for the Lapa mine in 2012 was C$131.71. The Company estimates that a 10% change in the gold price would result in noan approximate 12% change in mineral reserves.

(2)
In addition to the mineral reserves set out above, at December 31, 2009,2012, the Goldex MineLapa mine contained indicated mineral resources of 0.2 million1,118,000 tonnes grading 1.794.08 grams of gold per tonne and inferred mineral resources of 10.5 million934,000 tonnes grading 2.376.69 grams of gold per tonne.

(3)
The following table shows the reconciliation of mineral reserves (in nearest thousand tonnes) at the Goldex MineLapa mine by category at December 31, 20092012 with those at December 31, 2008.2011. Revision means additional mineral reserves converted from mineral resources or other categories of mineral reserves and mineral reserves added from exploration activities during 2009.2012.

  
 Proven Probable Total 
 

December 31, 2008

  434  23,391  23,825 
 

Mined in 2009

  2,615  0  2,615 
 

Revision

  7,398  (3,867) 3,531 
 

December 31, 2009

  5,217  19,524  24,741 
  
  Proven Probable Total 
  
December 31, 2011 1,044 1,340 2,384 

Processed in 2012 640  640 

Revision 725 (401)324 

December 31, 2012 1,129 939 2,068 

(4)
Complete information on the verification procedures, the quality assurance program, quality control procedures, parameters and methods and other factors that may materially affect scientific and technical information presented in this Form 20-F relating to the Goldex MineLapa mine may be found in the Technical Report on the EstimationLapa Gold Project, Cadillac Township, Quebec, Canada filed with Canadian securities regulatory authorities on SEDAR on June 8, 2006.

78            AGNICO-EAGLE MINES LIMITED

Table of Contents


Goldex Mine Project Mineral ResourceReserves and ReservesMineral Resources

  As at December 31, 
  
  2012 2011 2010 
  
Gold       

 Proven mineral reserves – tonnes 59,000  14,804,000 

 Average grade – gold grams per tonne 1.70  1.87 

 Probable mineral reserves – tonnes 6,936,000  13,722,000 

 Average grade – gold grams per tonne 1.55  1.63 

Total proven and probable mineral reserves – tonnes 6,995,000  28,526,000 

Average grade – gold grams per tonne 1.55  1.75 

Total contained gold ounces 349,000  1,609,000 

Notes:

(1)
The suspension of mining operations at the Goldex mine on October 19, 2011 resulted in a restatement, as of that date, of all Goldex proven or probable reserves (as stated on December 31, 2010) that had not already been mined, as measured or indicated resources, except stockpiled ore on surface; the stockpiled ore was processed by the end of October 2011.

(2)
On July 25, 2012, the Board of Directors approved the development of underground mining operations in the M and E Zones, where initial reserves were estimated in a feasibility study completed on October 14, 2012.

(3)
The 2012 proven and probable mineral reserves set forth in the table above were estimated using an assumed metallurgical gold recovery of 93%. Mining costs were estimated to be C$41.77 per tonne for the E Zone and C$40.28 per tonne for the M Zone. The cut-off grade used for mineral reserves was 1.05 grams of gold per tonne for the E Zone and 1.01 grams of gold per tonne for the M Zone. The Company estimates that a 10% change in the gold price would result in an approximate 4.4% change in mineral reserves.

(4)
In addition to the mineral reserves set out above, at December 31, 2012, the Goldex Extension Zonemine project contained measured mineral resources of 12,360,000 tonnes grading 1.86 grams of gold per tonne, indicated mineral resources of 14,808,000 tonnes grading 1.83 grams of gold per tonne and inferred mineral resources of 34,645,000 tonnes grading 1.52 grams of gold per tonne.

(5)
Complete information on the verification procedures, the quality assurance program, quality control procedures, parameters and methods and other factors that may materially affect scientific and technical information presented in this Form 20-F relating to the Goldex mine project may be found in the Technical Report on Restatement of the Mineral Resources at Goldex Mine, Quebec, Canada as at October 19, 2011 filed with the Canadian securities regulatory authorities on SEDAR on December 5, 2011 and the Technical Report on Production of the M and E Zones at Goldex Mine dated October 27, 2005.14, 2012 filed with the Canadian securities regulatory authorities on SEDAR on November 1, 2012.

Kittila Mine Mineral Reserves and Mineral Resources

 
 As at December 31, 
 
 2009 2008 2007 

Gold

          
 

Proven mineral reserves — tonnes

  257,000  199,000   
 

Average grade — gold grams per tonne

  3.71  4.84   
 

Probable mineral reserves — tonnes

  25,704,000  21,171,000  18,205,000 
 

Average grade — gold grams per tonne

  4.83  4.69  5.12 

Total proven and probable mineral reserves — tonnes

  25,961,000  21,370,000  18,205,000 

Average grade — gold grams per tonne

  4.82  4.69  5.12 

Total contained gold ounces

  4,025,000  3,225,000  2,996,000 

  As at December 31, 
  
  2012 2011 2010 
  
Gold       

 Proven mineral reserves – tonnes 1,461,000 702,000 403,000 

 Average grade – gold grams per tonne 4.59 5.09 4.23 

 Probable mineral reserves – tonnes 31,662,000 33,862,000 32,329,000 

 Average grade – gold grams per tonne 4.49 4.65 4.64 

Total proven and probable mineral reserves – tonnes 33,122,000 34,564,000 32,732,000 

Average grade – gold grams per tonne 4.49 4.66 4.64 

Total contained gold ounces 4,783,000 5,177,000 4,880,000 

Notes:

(1)
The 20092012 proven and probable mineral reserve and mineral resource estimates were calculated using a metallurgical gold recovery of 89.3%89%. Gold cut-off grades used were 1.0 gram1.98 grams per tonne, undiluted (1.76 grams per tonne, diluted) for open pit reserves and between 2.83.33 grams per tonne and 3.13.49 grams per tonne, undiluted (between 2.82 grams per tonne and 3.00 grams per tonne, diluted), depending on the deposit, for underground reserves. The open pit operating cost iswas estimated to be €33.28€50.57 per tonne in 2012, while the underground operating cost is estimated to vary between €47.64averaged €79.38 per tonne and €52.63 per tonne, depending on the deposit.in 2012. The Company estimates that a 10% change in the gold price would result in an approximate 11%9.2% change in mineral reserves.


(2)
In addition to the mineral reserves set out above, at December 31, 2009,2012, the Kittila Minemine contained indicated mineral resources of 20.5 million7,854,000 tonnes grading 2.192.65 grams of gold per tonne and inferred mineral resources of 5.3 million18,966,000 tonnes grading 3.423.88 grams of gold per tonne.

2012 ANNUAL REPORT            79

Table of Contents


(3)
The breakdown of proven and probable mineral reserves between planned open pit operations and underground operations at the Kittila Minemine (with tonnage and contained ounces rounded to the nearest thousand) at December 31, 2012 is:

 
Category
 Mining Method Tonnes Gold Grade (g/t) Contained
Gold (oz)
 
 

Proven mineral reserve

 Open pit  255,000  3.71  30,000 
 

Proven mineral reserve

 Underground  1,000  3.81  0 
 

Total proven mineral reserve

    257,000  3.71  31,000 
 

Probable mineral reserve

 Open pit  3,053,000  5.05  496,000 
 

Probable mineral reserve

 Underground  22,651,000  4.80  3,499,000 
 

Total probable mineral reserve

    25,704,000  4.83  3,994,000 
  
Category Mining
Method
 Tonnes Gold
Grade
(g/t)
 Contained
Gold (oz)
 

Proven mineral reserves Open pit 272,000 4.30 38,000 

Proven mineral reserves Underground 1,189,000 4.66 178,000 

Total proven mineral reserves   1,461,000 4.59 216,000 

Probable mineral reserves Open pit 182,000 3.51 21,000 

Probable mineral reserves Underground 31,480,000 4.49 4,547,000 

Total probable mineral reserves   31,662,000 4.49 4,567,000 

(4)
The following table shows the reconciliation of mineral reserves (in nearest thousand tonnes) at the Kittila Minemine by category at December 31, 20092012 with those at December 31, 2008.2011. Revision means additional mineral reserves converted from mineral resources or other categories of mineral reserves and mineral reserves added from exploration activities during 2009.2012.

  
 Proven Probable Total 
 

December 31, 2008

  199  21,171  21,370 
 

Mined in 2009

  563  0  563 
 

Revision

  621  4,533  5,154 
 

December 31, 2009

  257  25,704  25,961 
  
  Proven Probable Total  
  

December 31, 2011 702 33,862 34,564  

Processed in 2012 1,090  1,090  

Revision 1,849 (2,200)(352) 

December 31, 2012 1,461 31,662 33,122  

(5)
Complete information on the verification procedures, the quality assurance program, quality control procedures, parameters and methods and other factors that may materially affect scientific and technical information presented in this Form 20-F relating to the Kittila Minemine may be found in the Technical Report on the December 31, 2009, Mineral Resource and Mineral Reserve Estimate and the Suuri Extension Project, Kittila Mine, Finland, filed with the Canadian securities regulatory authorities on SEDAR on March 4, 2010.

80            AGNICO-EAGLE MINES LIMITED

Table of Contents


LapaPinos Altos Mine Mineral Reserves and Mineral Resources

 
 As at December 31, 
 
 2009 2008 2007 

Gold

          
 

Proven mineral reserves — tonnes

  897,000  23,000  2,800 
 

Average grade — gold grams per tonne

  8.33  7.53  10.65 
 

Probable mineral reserves — tonnes

  2,319,000  3,730,000  3,755,600 
 

Average grade — gold grams per tonne

  8.09  8.80  8.86 

Total proven and probable mineral reserves — tonnes

  3,216,000  3,753,000  3,758,000 

Average grade — gold grams per tonne

  8.16  8.79  8.87 

Total contained gold ounces

  843,000  1,061,000  1,071,000 

  As at December 31, 
  
  2012 2011 2010 
  
Gold and Silver       

 
Proven mineral reserves – tonnes

 

3,067,000

 

1,987,000

 

2,864,000

 

 Average gold grade – grams per tonne 2.54 1.83 1.90 

 Average silver grade – grams per tonne 81.31 51.59 54.06 

 Probable mineral reserves – tonnes 35,074,000 44,792,000 41,298,000 

 Average gold grade – grams per tonne 2.18 2.07 2.33 

 Average silver grade – grams per tonne 58.90 59.17 65.53 

Total proven and probable mineral reserves – tonnes 38,141,000 46,779,000 44,162,000 

Average gold grade – grams per tonne 2.21 2.06 2.30 

Average silver grade – grams per tonne 60.71 58.85 64.78 

Total contained gold ounces 2,714,000 3,103,000 3,271,000 

Total contained silver ounces 74,441,000 88,508,000 91,982,000 

Notes:

(1)
The 2009 mineral reserve and mineral resource estimates were calculated using an assumed metallurgical gold recovery of 80% and a cut-off grade of 4.2 grams of gold per tonne. The operating cost per tonne estimate for the Lapa Mine was C$101.23. The Company estimates that a 10% change in the gold price would result in an approximate 13% change in mineral reserves.

(2)
In addition to the mineral reserves set out above, at December 31, 2009, the Lapa Mine contained indicated mineral resources of 1.7 million tonnes grading 4.63 grams of gold per tonne and inferred mineral resources of 0.4 million tonnes grading 7.90 grams of gold per tonne.

(3)
The following table shows the reconciliation of mineral reserves (in nearest thousand tonnes) at the Lapa Mine by category at December 31, 2009 with those at December 31, 2008. Revision means additional mineral reserves converted from mineral resources or other categories of mineral reserves and mineral reserves added from exploration activities during 2009.

  
 Proven Probable Total 
 

December 31, 2008

  23  3,730  3,753 
 

Mined in 2009

  299  0  299 
 

Revision

  1,173  (1,411) (238)
 

December 31, 2009

  897  2,319  3,216 
(5)
Complete information on the verification procedures, the quality assurance program, quality control procedures, parameters and methods and other factors that may materially affect scientific and technical information presented in this Form 20-F relating to the Lapa Mine may be found in the Technical Report on the Lapa Gold Project, Cadillac Township, Quebec, Canada filed with Canadian securities regulatory authorities on SEDAR on June 8, 2006.

Pinos Altos Mineral Reserves and Mineral Resources

 
 As at December 31, 
 
 2009 2008 2007 
 

Proven mineral reserves — tonnes

  880,000  97,000   
 

Average gold grade — grams per tonne

  1.51  1.35   
 

Average silver grade — grams per tonne

  26.53  19,308   
 

Probable mineral reserves — tonnes

  41,080,000  41,669,000  24,657,000 
 

Average gold grade — grams per tonne

  2.54  2.68  3.21 
 

Average silver grade — grams per tonne

  70.31  74.61  92.21 

Total proven and probable mineral reserves — tonnes

  41,960,000  41,766,000  24,700,000 

Average gold grade — grams per tonne

  2.52  2.68  3.21 

Average silver grade — grams per tonne

  69.39  74.48  92.21 

Total contained gold ounces

  3,396,000  3,593,000  2,547,000 

Total contained silver ounces

  93,613,000  100,010,000  73,100,000 

Notes:

(1)
The 20092012 proven and probable mineral reserve estimate isestimates are based on a net smelter return cut-off value of the open pit ore between $7.45$9.01 per tonne and $20.43$28.43 per tonne, depending on the deposit, and a net smelter return cut-off value of the underground ore of $46.13$59.11 per tonne. The operating cost per tonne estimate for the Pinos Altos mine in 2012 was $35.41 without deferred stripping ($32.24 with deferred stripping). The metallurgical gold recovery used in the reserve estimateestimates varied between 59% and 96.5%96%, depending on the deposit. The metallurgical silver recovery used in the reserve estimateestimates varied between 11%10% and 52.0%44.21%, depending on the deposit. The Company estimates that a 10% change in the gold price would result in an approximate 2%2.2% change in mineral reserves.

(2)
In addition to the mineral reserves set out above, at December 31, 2009,2012, the Pinos Altos Minemine contained indicated mineral resources of 15.7 million17,947,000 tonnes grading 0.911.52 grams of gold per tonne and 26.8433.13 grams of silver per tonne and inferred mineral resources of 15.7 million24,592,000 tonnes grading 1.381.19 grams of gold per tonne and 22.5325.00 grams of silver per tonne.

(3)
The proven and probable mineral reserves of the Pinos Altos Minemine set forthout in the table above include proven mineral reserves from the Creston Mascota deposit of 136,000 tonnes grading 0.96 grams of gold per tonne and 7.42 grams of silver per tonne and probable mineral reserves from the Creston Mascota deposit of 6.7 million9,950,000 tonnes grading 1.671.12 grams of gold per tonne and 16.9412.00 grams of silver per tonne. The indicated mineral resource at the Pinos Altos Minemine also includes indicated mineral resources from the Creston Mascota deposit of 5.7 million1,765,000 tonnes grading 0.760.58 grams of gold per tonne and 7.63.78 grams of silver per tonne. The inferred mineral resource at the Pinos Altos Minemine also includes inferred mineral resources from the Creston Mascota deposit of 1.4 million1,079,000 tonnes grading 0.970.79 grams of gold per tonne and 9.565.95 grams of silver per tonne.

(4)
The breakdown of mineral reserves between planned open pit operations and underground operations at the Pinos Altos Minemine (with tonnage and contained ounces rounded to the nearest thousand) at December 31, 2012 is:
  
Category Mining
Method
 Tonnes Gold
Grade
(g/t)
 Silver
Grade
(g/t)
 Contained
Gold (oz)
 Contained
Silver (oz)
 

Proven mineral reserves Open pit stock pile 457,000 0.93 19.45 14,000 286,000 

Proven mineral reserves Underground 2,610,000 2.82 92.14 237,000 7,732,000 

Total proven mineral reserves   3,067,000 2.54 81.31 250,000 8,018,000 

Probable mineral reserves Open pit 15,692,000 1.75 37.43 884,000 18,886,000 

Probable mineral reserves Underground 19,382,000 2.54 76.29 1,580,000 47,537,000 

Total probable mineral reserves   35,074,000 2.18 58.90 2,464,000 66,424,000 

2012 ANNUAL REPORT            81

Table of Contents


 
Category
 Mining Method Tonnes Gold
Grade
(g/t)
 Silver
Grade
(g/t)
 Contained
Gold (oz)
 Contained
Silver (oz)
 
 

Proven mineral reserve

 Open pit stock pile  880,000  1.51  26.35  43,000  745,000 
 

Probable mineral reserve

 Open pit  18,101,000  2.05  49.30  1,195,000  28,690,000 
 

Probable mineral reserve

 Underground  22,979,000  2.92  86.87  2,158,000  64,177,000 
 

Total probable mineral reserve

    41,080,000  2.54  70.31  3,353,000  92,867,000 

(5)
The following table shows the reconciliation of mineral reserves (in nearest thousand tonnes) at the Pinos Altos Minemine by category at December 31, 20092012 with those at December 31, 2008.2011. Revision means additional mineral reserves converted from mineral resources or other categories of mineral reserves and mineral reserves added from exploration activities during 2009.2012.

  
 Proven Probable Total 
 

December 31, 2008

  97  41,669  41,766 
 

Mined in 2009

  227  0  227 
 

Revision

  1,010  (588) 422 
 

December 31, 2009

  880  41,080  41,960 
  
  Proven Probable Total  
  

December 31, 2011 1,987 44,792 46,779  

Processed in 2012 4,395  4,395  

Revision 5,475 (9,718)(4,243) 

December 31, 2012 3,067 35,074 38,141  

(6)
Complete information on the verification procedures, the quality assurance program, quality control procedures, parameters and methods and other factors that may materially affect scientific and technical information presented in this Form 20-F relating to the Pinos Altos Minemine may be found in the Pinos Altos Gold-Silver Mining Project, Chihuahua State, Mexico, Technical Report on the Mineral Resources and Reserves as of December 31, 2008 filed with the Canadian securities regulatory authorities on SEDAR on March 25, 2009.

MeadowbankLa India Mine Project Mineral Reserves and Mineral Resources

 
 As at December 31, 
 
 2009 2008 2007 

Gold

          
 

Proven mineral reserves — tonnes

  600,000     
 

Average grade — gold grams per tonne

  4.57     
 

Probable mineral reserves — tonnes

  31,600,000  32,773,000  29,261,000 
 

Average grade — gold grams per tonne

  3.51  3.45  3.67 

Total proven and probable mineral reserves — tonnes

  32,200,000  32,773,000  29,261,000 

Average grade — gold grams per tonne

  3.53  3.45  3.67 

Total contained gold ounces

  3,655,000  3,638,000  3,453,000 

  As at December 31, 
  
  2012 2011 2010 
  
Gold       

 
Probable mineral reserves – tonnes

 

33,457,000

 


 

n/a

 

 Average grade – gold grams per tonne 0.72  n/a 

Total proven and probable mineral reserves – tonnes 33,457,000  n/a 

Average grade – gold grams per tonne 0.72  n/a 

Total contained gold ounces 776,000  n/a 

Notes:

(1)
The 20092012 mineral reserve and mineral resource estimates for the La India mine project (including the Tarachi deposit) were calculated using a metallurgical gold recovery of 93.4%.62% or 89%, depending on the deposit. The economic cut-off grade used to determine the open pit reserves varied from 1.350.2 grams of gold per tonne to 1.370.4 grams of gold per tonne, depending on the deposit.deposit, and is 0.15/0.30 grams of gold per tonne as a marginal cut-off grade. The estimated operating cost used for the 20092012 mineral reserve estimate varied between C$40.23was $7.10 per tonne and C$40.69 per tonne, depending on the deposit.tonne. The Company estimates that a 10% change in the gold price would result in an approximate 2%1.9% change in mineral reserves.

(2)
In addition to the mineral reserves set out above, at December 31, 2009,2012, the Meadowbank MineLa India mine project (including the Tarachi deposit) contained measured mineral resources of 1,662,000 tonnes grading 0.29 grams of gold per tonne, indicated mineral resources of 42.4 million41,530,000 tonnes grading 2.430.42 grams of gold per tonne and inferred mineral resources of 9.2 million81,002,000 tonnes of ore grading 2.540.39 grams of gold per tonne.

(3)
Complete information on the verification procedures, the quality assurance program, quality control procedures, parameters and methods and other factors that may materially affect scientific and technical information presented in this Form 20-F relating to the La India mine project may be found in the Technical Report on the June 30, 2012 Update of the Mineral Resources and Mineral Reserves, La India Gold Project, Municipality of Sahuaripa, Sonora, Mexico, dated August 31, 2012, filed with the Canadian securities regulatory authorities on SEDAR on October 12, 2012.

82            AGNICO-EAGLE MINES LIMITED

Table of Contents


Meadowbank Mine Mineral Reserves and Mineral Resources

  As at December 31, 
  
  2012 2011 2010 
  
Gold       

 
Proven mineral reserves – tonnes

 

1,764,000

 

1,931,000

 

839,000

 

 Average grade – gold grams per tonne 1.56 1.49 3.13 

 Probable mineral reserves – tonnes 23,560,000 22,563,000 33,259,000 

 Average grade – gold grams per tonne 2.91 2.91 3.18 

Total proven and probable mineral reserves – tonnes 25,324,000 24,494,000 34,098,000 

Average grade – gold grams per tonne 2.82 2.79 3.18 

Total contained gold ounces 2,294,000 2,201,000 3,486,000 

Notes:

(1)
The 2012 mineral reserve and mineral resource estimates were calculated using a metallurgical gold recovery of 91% or 94%, depending on the deposit. The economic cut-off grade used to determine the open pit reserves varied from 1.14 grams of gold per tonne to 1.16 grams of gold per tonne, depending on the deposit, and is 1.03 to 1.06 grams of gold per tonne as a marginal cut-off grade, depending on the deposit. The estimated ore-based operating costs used for the 2012 mineral reserve estimate varied between C$53.60 per tonne and C$54.72 per tonne, depending on the deposit, with an additional haulage cost of C$1.12 for Vault deposit reserves. The Company estimates that a 10% change in the gold price would result in an approximate 0.2% change in mineral reserves.

(2)
In addition to the mineral reserves set out above, at December 31, 2012, the Meadowbank mine contained measured mineral resources of 1,441,000 tonnes grading 0.93 grams of gold per tonne, indicated mineral resources of 8,885,000 tonnes grading 2.75 grams of gold per tonne and inferred mineral resources of 3,589,000 tonnes of ore grading 3.81 grams of gold per tonne.

(3)
The following table shows the reconciliation of mineral reserves (in nearest thousand tonnes) at the Meadowbank mine by category at December 31, 2012 with those at December 31, 2011. Revision means additional mineral reserves converted from mineral resources or other categories of mineral reserves, an update to mineral reserves based on changed mine plans, and mineral reserves added from exploration activities during 2012.
  
  Proven Probable Total 
  

December 31, 2011 1,931 22,563 24,494 

Processed in 2012 3,821  3,821 

Revision 3,654 997 4,651 

December 31, 2012 1,764 23,560 25,324 

(4)
Complete information on the verification procedures, the quality assurance program, quality control procedures, parameters and methods and other factors that may materially affect scientific and technical information presented in this Form 20-F relating to the Meadowbank mine may be found in the Technical Report on the Mineral Resources and Mineral Reserves Dated September 30, 2008,at Meadowbank Gold Mine, Nunavut, Canada as at December 31, 2011 filed with Canadian securities regulatory authorities on SEDAR on March 23, 2012.

2012 ANNUAL REPORT            83

Table of Contents


Meliadine Project Mineral Reserves and Mineral Resources

  As at December 31, 
  
  2012 2011 2010 
  
Gold       

 Proven mineral reserves – tonnes 34,000 34,000  

 Average grade – gold grams per tonne 7.31 7.31  

 Probable mineral reserves – tonnes 13,266,000 12,434,000 9,467,000 

 Average grade – gold grams per tonne 6.98 7.18 6.49 

Total proven and probable mineral reserves – tonnes 13,300,000 12,468,000 9,467,000 

Average grade – gold grams per tonne 6.98 7.18 6.49 

Total contained gold ounces 2,987,000 2,877,000 2,600,000 

Notes:

(1)
The 2012 mineral reserve and mineral resource estimates were calculated using metallurgical gold recovery curves for Tiriganiaq and F Zone. The curves give a maximum recovery of 96% for Tiriganiaq and 93% for F Zone. The 2012 mineral resource estimates for all other zones were calculated using a metallurgical gold recovery of 94%, except for Wolf and Pump, which were calculated using a metallurgical gold recovery of 95% and 90%, respectively. The cut-off grade used to determine the open pit reserves was 1.94 grams of gold per tonne, undiluted (1.69 grams of gold per tonne, diluted), and the cut-off grade used to determine the underground reserves was 4.89 grams of gold per tonne, undiluted (3.62 grams of gold per tonne, diluted). The estimated operating cost used for the 2012 mineral reserve estimate was C$74.71 per tonne for open pit and C$165.65 per tonne for underground. The Company estimates that a 10% change in the gold price would result in an approximate 3.5% change in mineral reserves.

(2)
In addition to the mineral reserves set out above, at December 31, 2012, the Meliadine project contained indicated mineral resources of 17,234,000 tonnes grading 3.94 grams of gold per tonne and inferred mineral resources of 14,816,000 tonnes of ore grading 6.15 grams of gold per tonne.

(3)
The breakdown of mineral reserves between planned open pit operations and underground operations at the Meliadine project (with tonnage and contained ounces rounded to the nearest thousand) at December 31, 2012 is:
  
Category Mining
Method
 Tonnes Gold
Grade
(g/t)
 Contained
Gold (oz)
 

Proven mineral reserves Open pit stockpile 34,000 7.31 8,000 

Probable mineral reserves Open pit 5,172,000 5.85 973,000 

Probable mineral reserves Underground 8,094,000 7.71 2,006,000 

Total probable mineral reserves   13,266,000 6.98 2,979,000 

Total proven and probable mineral reserves   13,300,000 6.98 2,987,000 

(4)
Complete information on the verification procedures, the quality assurance program, quality control procedures, parameters and methods and other factors that may materially affect scientific and technical information presented in this Form 20-F relating to the Meliadine project may be found in the Technical Report on the December 31, 2010 Mineral Resource and Mineral Reserve Estimate, Meliadine Gold Project, Nunavut, Canada filed with the Canadian securities regulatory authorities on SEDAR on December 15, 2008.March 8, 2011.

Risk Mitigation

The Company mitigates the likelihood and potential severity of the various risks it encounters in its day-to-day operations through the application of high standards in the planning, construction and operation of mining facilities. In addition, emphasis is placed on hiring and retaining competent personnel and developing their skills through training in safety and loss control. The Company's operating and technical personnel have a solid track record of developing and operating precious metal mines and several of the Company's mines have been recognized for excellence in this regard with various safety and development awards. Nevertheless, the Company and its employees continue with a focused effort to improve workplace safety and the Company has placed additional emphasis on safety procedure training for both mining and supervisory employees.

The Company also mitigates some of the Company's normal business risk through the purchase of insurance coverage. An Insurable Risk Management Policy, approved by the Board, governs the purchase of insurance coverage and only permits the purchase of coverage from insurance companies of the highest credit quality. For a more complete list of the risk factors affecting the Company, please see "Item 3 Key Information  Risk Factors".


84            AGNICO-EAGLE MINES LIMITED

Table of Contents


Glossary of Selected Mining Terms

"acid mine drainage"Acidic run-off water from mines and mine waste containing sulphide minerals.

"alteration"


Any physical or chemical change in the mineral composition of a rock or mineral subsequent to formation.its formation, generally produced by weathering or hydrothermal solutions. Milder and more localized than metamorphism.

"anastomosing"


A network of branching and rejoining fault or vein surfaces or surface traces.

"andesite"


A dark-coloured, igneous,fine-grained calc-alkaline volcanic rock of intermediate composition (containing between 52-63% silica).composition.

"assay"


An analysisTo analyze the proportions of metals in an ore; to determine the presence, absencetest an ore or concentrationmineral for composition, purity, weight or other properties of one or more chemical components.commercial interest.

"basin"banded iron formation"


An area in which sediments accumulate.iron formation that shows marked banding, generally of iron-rich minerals and chert or fine-grained quartz.

"bedrock"


The solidSolid rock underlyingexposed at the surface deposits.of the Earth or overlain by unconsolidated material, weathered rock or soil.

"bench"
A ledge in an open-pit mine that forms a single level of operation above which minerals or waste rock are excavated. The ore or waste is removed in successive layers (benches), several of which may be in operation simultaneously.
"breccia"

Said ofA rock formations consisting mostly ofin which angular rock fragments hostedare surrounded by a mass of fine-grained matrix.minerals.

"brittle"


Of minerals, proneness to fracture under low stress. A quality affecting behaviour during comminution of ore, whereby one species fractures more readily than others in the material being crushed.

"bulk mining"


A method of mining method in which large quantities of low-grade ore are mined without an attempt to segregate the high-grade portions.

"byproduct metal"byproduct"


A secondary metal or additional metalmineral product recovered from the processing of rock.

"carbon-in-leach process"(CIL)"


A processprecious metals recovery step in which granular activated carbon particles much larger thanthe mill. Gold and silver are leached from the ground ore particles are introduced intoand at the ore pulp. Cyanide leaching and precious metal adsorptionsame time adsorbed onto thegranules of activated carbon, occur simultaneously. The loaded activated carbonwhich is mechanically screened to separate it from the barren ore pulpthen separated by screening and processed to remove the precious metals and prepare it for reuse.metals.

"carbon-in-pulp (CIP) circuit""


A processprecious metals recovery step in the mill. After gold and silver have been leached from ground ore, they are adsorbed onto granules of activated carbon, which is then separated by which soluble gold within a finely ground slurry is recovered by adsorption onto coarser activated carbon.screening and processed to remove the precious metals. A CIP circuit comprises a series of tanks through which leached slurry flows. Gold is captured onto captive activated carbon that will periodically be moved counter-currently from tank to tank. Head tank carbon is extracted periodically to further recover adsorbed gold before being returned to the circuit tails tank.

"clast"chalcopyrite"


A fragmentsulphide mineral of copper and iron; the most important ore mineral rock or organic structure that has been moved individually from its place of origin.copper.

"concentrate"


The clean product recovered by froth flotation in froth flotation.the plant.

"conglomerate"


A coarse-grained sedimentary rock consistingcomposed of rounded water-worn pebbles or bouldersfragments set in a fine-grained cemented into a solid mass.matrix.

"contact zone"contact"


A zone whereplane or irregular surface between two rock types meet. May be characterized by alteration, metamorphism or deformation.ages of rock.

"counter-current decantation"


Clarifying washThe clarification of washery water and concentratingthe concentration of tailings by the use of several thickeners in series. The water flows in the opposite direction from the solids. The final products are slurry that is removed as fluid mud, and clear water that is reused in the circuit.

"crosscut" A horizontal openingAn underground passage driven from a shaft toward the ore, at or near(or near) right angles to the strike of a vein or other orebody.

"cut-off grade"
The minimum metal grade in an ore that can be mined profitably.

2012 ANNUAL REPORT            85

Table of Contents



"cyanidation"

(A) In respect
A method of mineral resources, the lowest grade below which the mineralized rock currently cannot reasonablyextracting exposed gold or silver grains from crushed or ground ore by dissolving (leaching) it in a weak cyanide solution. May be expected to be economically extracted.carried out in tanks inside a mill or in heaps of ore out of doors (heap leach).



(B) In respect of mineral reserves, the lowest grade below which the mineralized rock currently cannot be economically extracted as demonstrated by either a preliminary feasibility study or a feasibility study.



Cut-off grades vary between deposits depending upon the amenability of ore to gold extraction and upon costs of production and metal prices.

"deposit"


A mineralized body that has been physically delineated by sufficient drilling, trenching and/natural occurrence of mineral or underground work,mineral aggregate, in such quantity and foundquality to be of sufficient average grade of metal or metals to warrant further exploration and/or development expenditures; such a deposit does not qualify as a commercially mineable orebody or as containing mineral reserves, until final legal, technical and economic factors have been resolved.invite exploitation.

"development"


The preparation of a mining property or area so that an orebody can be analyzed and its tonnage and quality estimated. Development is an intermediate stage between exploration and mining.

"diamond drill"
A drilling machine with a rotating, hollow, diamond-studded bit that cuts a circular channel around a core, which can be recovered to provide a more-or-less continuous and complete columnar sample of the rock penetrated.
"dilution"

The effectcontamination of wasteore with barren wall rock or low-grade ore being included in mined ore,stoping, increasing tonnage mined and lowering the overall ore grade.

"dip"


The angle at which a surfacevein, structure or rock bed is inclined from the horizontal.horizontal as measured at right angles to the strike.

"discordant"


Said of a contact between an igneous intrusion and the country rock that is not parallel to the foliation or the bedding planes of the latter.

"disseminated"


Said of a mineral deposit (especially of metals) in which the desired minerals occur as scattered particles in the rock, but in sufficient quantity to make the deposit an ore. Some disseminated deposits are very large.

"dore"
Unrefined gold and silver bullion bars, which will be further refined to almost pure metal.
"drift"

A horizontal underground opening that follows alongin or near an orebody and parallel to the lengthlong dimension of a vein or rock formation,the orebody, as opposed to a crosscut that crosses the rock formation.orebody.

"ductile"


Of rock, able to sustain, under a given set of conditions, 5% to 10% deformation before fracturing or faulting.

"dyke"


An earthen embankment, as around a drill sump or tank, or to impound a body of water or mill tailings. Also, a tabular body of igneous rock that cuts across the structure of adjacent rocks.

"electrowinning"


An electrochemical process in which a metal dissolved within an electrolyte is plated onto an electrode. Used to recover metals such as copper and gold from solution in the leaching of concentrates, etc.

"envelope"


1. The outer or covering part of a fold, especially of a folded structure that includes some sort of structural break.



2. A metamorphic rock surrounding an igneous intrusion.



3. In a mineral, an outer part different in origin from an inner part.

"epigenetic" An orebodyOrebodies formed by hydrothermal fluids and gases that were introduced into the host rocks from elsewhere, filling cavities in the host rock.

"epithermal"


A hydrothermalReferring to a mineral deposit that formed within one kilometrelater than the enclosing rocks consisting of the Earth's surfaceveins and in the temperature range of 50 to 200 degrees Celsius, occurring mainly as veins. Also, said of that depositional environment.replacement bodies, containing precious metals or, more rarely, base metals.

"extensional-shear vein"


A vein put in place in an extension fracture caused by the deformation of a rock.

"fault"


A fracture or a fracture zone in crustal rocks along which there has been displacement of the two sides relative to one another parallel to the fracture. The displacement may be a few inches or many kilometres long.

86            AGNICO-EAGLE MINES LIMITED

Table of Contents



"feasibility study"


A comprehensive technical and economic study of the selected development option for a mineral deposit in which all geological, engineering,project that includes appropriately detailed assessments of realistically assumed mining, processing, metallurgical, economic, marketing, legal, operating, economic,environmental, social environmental and governmental considerations, together with any other relevant operational factors and a detailed financial analysis, that are considered in sufficient detailnecessary to demonstrate at the time of reporting that it couldextraction is reasonably justified (economically mineable). The results of the study may reasonably serve as the basis for a final decision by a proponent or financial institution about whether to proceed with, or finance, the development of the deposit for mineral production.project. The confidence level of the study will be higher than that of a pre-feasibility study.

"felsic"
A term used to describe light-coloured rocks containing feldspar, feldspathoids and silica.

"flotation"

A "preliminary feasibility study" or "pre-feasibility study" is a comprehensive study of the viability of a mineral project that has advanced to a stage where the mining method (in the case of underground mining) or the pit configuration (in the case of an open pit) has been established, and an effective
The method of mineral processing has been determined. It includesseparation in which a financial analysis based on reasonable assumptionsfroth created by a variety of technical, engineering, legal, operating, economic, social and environmental factors and the evaluation ofreagents floats some finely crushed minerals, whereas other relevant factors that are sufficient for a qualified person, acting reasonably, to determine if all or part of the mineral resource may be classified as a mineral reserve.

"float"


A general term for loose fragments of ore or rock, especially on a hillside below an outcropping ledge or vein.

"flotation"


A process for concentrating minerals based on the selective adhesion of certain minerals to air bubbles in a mixture of water and ground ore. When the right chemicals are added to a frothy water bath of ore that has been ground to the consistency of talcum powder, the minerals will float to the surface.sink. The metal-rich flotation concentrate is then skimmed off the surfacesurface.

"flowsheet"
A diagram showing the progress of material through a treatment plant.
"foliation"

A general term for a planar arrangement of textural or structural features in any type of rock, especially the planar structure that results from flattening of the constituent grainsin a metamorphic rock.
"footwall"The rock beneath an inclined vein or ore deposit. (Opposite of a metamorphic rock.hanging wall).

"fracture"


A general term for anyAny break in a rock, whether or not it causes displacement, due to mechanical failure by stress. Fractures includestress; includes cracks, joints and faults.

"free gold"


Gold not combined with other substances.

"glacial till"


Dominantly unsorted and unstratified, drift, generally unconsolidated rock debris, deposited directly by and underneath a glacier without subsequent reworking by meltwater, and consisting of a heterogeneous mixture of clay, silt, sand, gravel and boulders ranging widely in size and shape. Also referred to as "till" and ice-laid drift.

glacier.
"grade" The relative quality ofquantity or the percentage of metal content in a mineralized body, i.e.of an orebody,e.g., grams of gold per tonne of rock.rock, or percent copper.

"greenstone belt"
An area underlain by metamorphosed volcanic and sedimentary rocks, usually in a continental shield.
"grouting"The process of sealing off a water flow in rocks by forcing a thin slurry of cement or other chemicals into the crevices; usually done through a diamond drill hole.
"hanging wall"The rock on the upper side of a vein or ore deposit.
"head grade"

The average grade of ore fed into a mill.

"hectare"


A metric measurement of area. 1 hectare = 10,000 square metersmetres = 2.47 acres.

"hornblende phenocryst"


A large and usually conspicuous crystal of a black to dark green mineral generally opaque called hornblende found in some volcanic and igneous rocks.

"horst"


An up-faulted block of rock.

"hydrothermal alteration"


Alteration of rocks or minerals by reaction with hydrothermal (magmatic) fluids.

"igneous rock"
Rock formed by the solidification of molten material that originated within the Earth.
"indicated mineral resource"

TheThat part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters and to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed. Mineral resources that are not mineral reserves do not have demonstrated economic viability.



While this term is recognized and required by Canadian regulations, the SEC does not recognize it.Investors are cautioned not to assume that any part or all of the mineral deposits in this category will ever be converted into mineral reserves.

2012 ANNUAL REPORT            87

Table of Contents



"inferred mineral resource"


TheThat part of a mineral resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.



While this term is recognized and required by Canadian regulations, the SEC does not recognize it.Investors are cautioned not to assume that any part or all of the mineral deposits in this category will ever be converted into mineral reserves. Investors are cautioned not to assume that part of or all of an inferred mineral resource exists, or is economically or legally mineable.

"infill drilling"


Drilling within a defined mineralized area to improve the definition of known mineralization.

"intrusive"


A body of igneous rock formed by the consolidation of magma intruded below surface into other rocks, in contrast to lavas, which are extruded upon the Earth's surface.

"iron formation"
A chemical sedimentary rock, typically thin-bedded or finely laminated, containing at least 15% iron of sedimentary origin and commonly containing layers of chert.
"kilometre"

A metric measurement of distance. 1.0 kilometre = 1,000 metres = 0.62 miles.

"lapilli"leaching"


Pyroclastics that may be essential, accessory or accidental in origin,A chemical process for the extraction of valuable minerals from ore; also, a size range that has been variously defined within the limits of 2 millimetres and 64 millimetres. The fragments may be either solidified or still viscous when they land (though some classifications restrict the term to the former); thus there is no characteristic shape. An individual fragment is called a "lapillus".

natural process by which ground waters dissolve minerals.
"lens" Generally used to describe a body of oreA geological deposit that is thick in the middle and tapers towards the ends, resembling a convex lens.

"lithologic units"groups"


Geological groups.Groups of rock formations.

"lode"
A mineral deposit consisting of a zone of veins, veinlets or disseminations.
"longitudinal retreat"

An underground mining method where the ore is excavated in horizontal slices along the orebody and the stoping starts below and advances upwards. The ore is recovered underneath in the stope.

"mafic"
Igneous rocks composed mostly of dark, iron- and magnesium-rich silicate minerals.
"massive"Said of a mineral deposit, especially of sulphides, characterized by a great concentration of ore in one place, as opposed to a disseminated or vein-like deposit. Said of any rock that has a homogeneous texture or fabric over a large area, with an absence of layering or any similar directional structure.
"matrix"

The non-valuable mineralsfine-grained rock material in an ore, i.e., gangue.which a larger mineral is embedded.

"measured mineral resource"


TheThat part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters and to support mineproduction planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity.



While this term is recognized and required by Canadian regulations, the SEC does not recognize it.Investors are cautioned not to assume that any part or all of the mineral deposits in this category will ever be converted into mineral reserves.

88            AGNICO-EAGLE MINES LIMITED

Table of Contents



"Merrill-Crowe process"


A separation technique for removing gold from a cyanide solution. The solution is separated from the ore by methods such as filtration and counter-current decantation, and then the gold is precipitated onto zinc dust. Silver and copper may also precipitate. The precipitate is filtered to capture the gold slimes, which are further refined,e.g., by smelting, to remove the zinc and by treating with nitric acid to dissolve the silver.

"metallurgical properties"


Properties characterizing metals and minerals behaviour under various processing techniques.

"metamorphism"


The process by which the form or structure of sedimentary or igneous rocks is changed by heat and pressure.

"mill"


A mineral treatment plant in which crushing, wet grinding and further treatment of ore is conducted.conducted; also a revolving drum used for the grinding of ores in preparation for treatment.

"mineral reserve"


The economically mineable part of a mineral resource. The economics of the mineral reserve should be demonstrated by a feasibility study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction is justified. A mineral reserve includes diluting materials and allowances for losses that may occur when the material is mined.

"mineral resource"


A concentration or occurrence of diamonds, natural solid inorganic material or natural solid fossilized organic material including base and precious metals, coal and industrial minerals in or on the Earth's crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge. Investors are cautioned not to assume that any part or all of the mineral deposits in any category of resources will ever be converted into mineral reserves.
"mineral reserve"The economically mineable part of a measured or indicated mineral resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A mineral reserve includes diluting materials and allowances for losses that may occur when the material is mined.

"muck"Finely blasted rock (ore or waste) underground.
"net smelter return royalty" A phrase used to describe a royalty payment made by a producer of metals based on gross metal productionthe proceeds from the property, less deductionsale of certain limitedmineral products after deducting off-site processing and distribution costs including smelting, refining, transportation and insurance costs.

"orogenic gold deposit"


A gold deposit formed by volcanism, subduction, plate divergence, folding or the movement of fault blocks.

"ounce"


A measurement of weight, especially used for gold, silver and platinum group metals. 1 troy ounce = 31.10331.1035 grams.

"outcrop"


An exposureThe part of bedrocka rock formation that appears at the surface.surface of the Earth.

"oxidation"


A chemical reaction caused by exposure to oxygen, which results in a change in the chemical composition of a mineral.

"oxidative"


Descriptive of an oxidation reaction.

"phenocryst"


A term for largeLarge crystals or mineral grains occurringfloating in the matrix or groundmass of a porphyry.

"pillar"
A block of ore or other rock entirely surrounded by stoping, left intentionally for purposes of ground control or on account of low value.
"plunge"

The inclination of a fold axis or other linear structure from a horizontal plane, measured in the vertical plane.

"polydeformed"


A rock that has been subjected to more than one instance of folding, faulting, shearing, compression or extension as a result of various tectonic forces.

"porphyritic"


Rock texture in which one or more minerals has a larger grain size than the accompanying minerals.

"porphyry"


Any igneous rock in which relatively large crystals, called phenocrysts, are set in a fine-grained groundmass.

2012 ANNUAL REPORT            89

Table of Contents


"preliminary feasibility study" or "pre-feasibility study"A comprehensive study of a range of options for the technical and economic viability of a mineral project that has advanced to a stage where a preferred mining method (in the case of underground mining) or the pit configuration (in the case of an open pit) is established, and an effective method of mineral processing is determined. It includes a financial analysis based on reasonable assumptions on mining, processing, metallurgical, economic, marketing, legal, environmental, social and governmental considerations and the evaluation of any other relevant factors which are sufficient for a qualified person, acting reasonably, to determine if all or part of the mineral resource may be classified as a mineral reserve.

"post-mineralization"


Occurring after the mineralizing event has taken place.

"pre-mineralization"


Occurring before the mineralizing event has taken place.

"pressure oxidation process"oxidation"


A process by which sulphide minerals are oxidized in order to expose gold that is encapsulated in the mineral lattice. The main component of a pressure oxidation circuit consists of one or morea pressurized vessels (autoclaves). Oxygenvessel (autoclave) where the oxygen level, process temperature and acidity are the primary control parameters of such units.parameters.

"probable mineral reserve"


The economically mineable part of an indicated and, in some circumstances, a measured mineral resource demonstrated by at least a preliminary feasibility study.

"proven mineral reserve"


The economically mineable part of a measured mineral resource demonstrated by at least a preliminary feasibility study.
"pyrite"A yellow iron sulphide mineral, FeS2, normally of little value. It is sometimes referred to as "fool's gold".

"pyroclastic"


ProducedRocks produced by explosive or aerial ejection of ash, fragments and glassy material from a volcanic vent. Term applicable to the rocks and rock layers as well as to the textures so formed.

"recovery"


A term used in process metallurgy to indicate the proportion of valuable material obtained in the processing of an ore. It is generally stated as aThe percentage of valuable metal in the ore that is recovered comparedby metallurgical treatment.
"reverse circulation drilling"A type of drilling into rock using a solid bit to produce a hole and deliver rock chips (rather than core) to surface for analysis.
"rock burst"A sudden and often violent breaking of a mass of rock from the total valuable metal present inwalls of a mine, caused by failure of highly stressed rock and the ore before processing.rapid release of accumulated strain energy.
"run-of-mine ore"The raw, mined material as it is delivered, prior to sorting, stockpiling or treatment.

"sandstone"A sedimentary rock consisting of grains of sand cemented together.
"schist" A strongly foliated crystalline rock that can be readily split into thinkthin flakes or slabs due to the well developedwell-developed parallelism of more than 50% of the minerals present in it.it, such as mica or hornblende.

"sedimentary rocks"
Rocks resulting from the consolidation of loose sediment that has accumulated in layers. Examples are limestone, shale and sandstone.
"semi-autogenous grinding" or "SAG"grinding (SAG)"

A method of grinding rock whereby larger chunks of the rock itself and steel balls form the grinding media.

"shear" or "shearing"


The deformation of rocks by lateral movement along innumerable parallel planes, generally resulting from pressure and producing such metamorphic structures such as cleavage and schistosity.

"shear zone"
A tabular zone of rock that has been crushed and brecciated by many parallel fractures due to shear stress. Such an area is often mineralized by ore-forming solutions.
"sill"

An intrusive sheet of igneous rock of roughly uniform thickness that has been forced between the bedding planes of existing rock.

"slurry"


Fine rock particles in circulating water.water in a treatment plant.

90            AGNICO-EAGLE MINES LIMITED

Table of Contents


"stope"1. Any excavation in a mine, other than development workings, made for the purpose of extracting ore.

"stope development"


Driving subsidiary openings to prepare blocks of2. To excavate ore for extraction by stoping.in an underground mine.

"stratigraphic column"


A sketched cross-section of the stacking of different layers of rock in an area.

"strike"


The direction, or bearing of the outcrop of an inclined bed, vein or fault plane on a horizontal surface; the directionfrom true north, of a horizontal line perpendicularon a vein or rock formation at right angles to the direction of the dip.

"stringers"
Mineral veinlets or filaments occurring in a discontinuous subparallel pattern in a host rock.
"sublevel retreat"

An underground mining method in which the ore is excavated in horizontal slices along the orebody, starting below and advancing upwards. The ore is recovered underneath in the stope.
"sulphide"A mineral characterized by the linkage of sulphur with a metal, such as pyrite, FeS2.

"tabular"


Said of a feature having two dimensions that are much larger or longer than the third, such as a dyke.

"tailings"


Material rejected from thea mill after most of the economically and technically recoverable valuable minerals have been extracted.

"tailings dam"


A natural or man-made confined area suitable for depositing tailings.

"tailings"tailings impoundment" or "tailings pond"


A low-lying depression usedArea closed at the lower end by a constraining wall or dam to confine tailings,which mill effluents are sent, the prime function of which is to allow enough time for metals to settle out or for cyanide to be naturally destroyed before the water is returned to the mill or discharged into the local watershed.

"tenement"


The right to enter, develop and work a mineral deposit. Includes a mining claim or a mining lease. A synonym of mineral title.

"thickener"
A vessel for reducing the proportion of water in a pulp by means of sedimentation.
"thickness"

The distance at right angles between the hanging wall and the footwall of a lode or lens.

"tonne"


A metric measurement of mass. 1 tonne = 1,000 kilograms = 2,204.6 pounds.pounds = 1.1 tons.

"transfer fault"


A structure that can accommodate lateral variations of deformation and strain.

"transverse open stoping"


An underground mining method in which the ore is excavated in horizontal slices perpendicular to the orebody length and the stoping starts below and advances upwards. The ore is recovered underneath the stope through a drawpoint system.

"trench"
A narrow excavation dug through overburden, or blasted out of rock, to expose a vein or ore structure for sampling or observation.
"vein"

MineralsA mineral filling of a fissure, fault or crackother fracture in a host rock.

"wacke"
A "dirty" sandstone that consists of a mixture of poorly sorted mineral and rock fragments in an abundant matrix of clay and fine silt.
"winze"

An internal mine shaft.

"Zadra elution circuit"
The process in this part of a gold mill strips gold and silver from carbon granules and puts them into solution.
"zone"

An area of distinct mineralization,i.e., a deposit.

ITEM 4A   UNRESOLVED STAFF COMMENTS

None.

2012 ANNUAL REPORT            91

Table of Contents


ITEM 5   OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Results of Operations

Revenues from Mining Operations

In 2009,2012, revenue from mining operations increased 66%by 5% to $614$1,917.7 million from $369$1,821.8 million in 2008.2011. The increase in revenue was mainly driven by the increase in gold production from the Company's Goldex, Kittila, Lapa and Pinos Altos Mines. In addition,primarily attributable to higher sales prices wereand sales volumes realized on gold silver and zinc. The increase in realized prices was partially offset by a decrease in silver and zinc production.2012 compared with 2011.

In 2009,2012, sales of precious metals (gold and silver) accounted for 87%97% of revenues from mining operations, up from 78%95% in 20082011 and up from 56%93% in 2007.2010. The increase in the percentage of revenues from precious metals when compared with 2011 is due primarily to 2008 is largely due to the increasehigher sales prices and sales volumes realized on gold and lower sales volumes on zinc, offset partially by decreases in gold productionsales volumes and prices.sales prices realized on silver. Revenues from mining operations are accounted for net of related smelting, refining, transportation and other charges.

The table below sets out net revenue,details revenues from mining operations, production volumes and sales volumes by metal:

  2012 2011 2010 
  
  (thousands of United States dollars)
Revenues from mining operations:       

Gold $1,712,666 $1,563,760 $1,216,249 

Silver 140,221 171,725 104,544 

Zinc 45,797 70,522 77,544 

Copper 19,018 14,451 22,219 

Lead 12 1,341 1,965 

  $1,917,714 $1,821,799 $1,422,521 


Production volumes:

 

 

 

 

 

 

 

Gold (ounces) 1,043,811 985,460 987,609 

Silver (000s ounces) 4,646 5,080 4,812 

Zinc (tonnes) 38,637 54,894 62,544 

Copper (tonnes) 4,126 3,216 4,224 


Sales volumes:

 

 

 

 

 

 

 

Gold (ounces) 1,028,062 996,090 973,057 

Silver (000s ounces) 4,556 5,089 4,722 

Zinc (tonnes) 42,604 54,499 59,566 

Copper (tonnes) 4,115 3,194 4,223 

 
 2009 2008 2007 

Revenues from mining operations (thousands):

          

Gold

 $474,875 $227,576 $171,537 

Silver

  59,155  59,398  70,028 

Zinc

  57,034  54,364  156,340 

Copper

  22,571  27,600  34,300 

Lead

  127     
        

 $613,762 $368,938 $432,205 
        

Production volumes:

          

Gold (ounces)

  492,972  276,762  230,992 

Silver (000s ounces)

  4,035  4,079  4,920 

Zinc (tonnes)

  56,186  65,755  71,577 

Copper (tonnes)

  6,671  6,922  7,482 

Sales volumes:

          

Gold (ounces)

  463,660  258,601  229,316 

Silver (000s ounces)

  3,871  4,023  5,171 

Zinc (tonnes)

  58,391  62,653  72,905 

Copper (tonnes)

  6,689  6,913  7,466 

        RevenueRevenues from gold sales increased $247by $148.9 million, or 109%10%, in 2009.2012 compared with 2011. Gold production increased by 6% to 492,9721,043,811 ounces in 2009, up 78%2012 from 276,762985,460 ounces in 2008. This2011. A 35% increase is attributable to the commencement ofin gold production at the newMeadowbank mine due to higher gold grades and ore milled and increases in gold grades at the LaRonde and Kittila Lapa and Pinos Altos Mines during 2009 andmines were the first full yearprimary contributors to the Company's overall gold production increase in 2012 compared with 2011. Partially offsetting these increases in gold production was the absence of production from the Goldex mine project in 2012 due to the suspension of mining operations at the Goldex Mine in 2009. RealizedGEZ on October 19, 2011. Average realized gold pricesprice increased 16% in 20096% to $1,024 per ounce from $879$1,667 per ounce in 2008. Silver revenue, production and2012 from $1,573 per ounce in 2011.

Revenues from silver sales decreased by $31.5 million, or 18%, in 2012 compared with 2011 due primarily to a lower realized silver price remained relatively constant.

        Revenueand lower silver grade and silver mill recoveries at the LaRonde mine. Revenues from zinc sales increased

92            AGNICO-EAGLE MINES LIMITED

Table of Contents



decreased by $3$24.7 million, or 5%35%, to $45.8 million in 2009 when2012 compared with 2011 due primarily to 2008. The increase inlower zinc revenue was due to an increase in realized zinc sales prices that was partially offset by a decrease in sales volume. Revenuegrades at the LaRonde mine. Revenues from copper sales decreasedincreased by 18% when$4.6 million, or 32%, in 2012 compared with 2011 due primarily to 2008. This was due to a decrease inhigher realized copper sales prices between periods and sales volume of copper.

        Total fourth quarter revenue from mining operations increased substantially from $73.2 million in 2008 to $225.6 million in 2009 due tohigher copper grades at the significant additional gold production from the Company's new mines combined with the increase in realized sales prices for all metals.


Interest and Sundry Income

        Interest and sundry income consists mainly of interest on cash balances and premiums on call options written on available-for-sale securities held by the Company. Interest and sundry income was $16.2 million in 2009 compared to $11.7 million in 2008. The $4.5 million increase was attributable to the significant increase in number of call option transactions in 2009 compared to 2008, partly offset by a significantly lower average cash balances held by the Company during 2009 compared to 2008.

Available-for-sale Securities

        From time to time, the Company takes minority equity positions in other mining and exploration companies. As part of its procedures to assess whether the value of the Company's available-for-sale securities portfolio was reasonable for accounting purposes, it was determined in accordance with the requirements of ASC 320 Investments — Debt and Equity Securities (Prior authoritative literature: FASB Statement No. 115, "Accounting for Certain Investments in Debt and Equity Securities") that a non-cash write-down was required in 2008. These write-downs do not necessarily reflect management's long-term outlook on the value of the securities, but rather an "other-than-temporary" impairment as defined in ASC 320. In 2009, this determination resulted in no write-downs regarding its various investments as compared to write-downs amounting to $74.8 million in 2008.

        In 2009, the sale of various available-for-sale securities resulted in a gain before taxes of $10.1 million compared to $25.6 million in 2008. The larger gain in 2008 is directly attributable to the gain recognized on the Company's investment in Gold Eagle Mines Ltd. ("Gold Eagle"). The Company acquired securities of Gold Eagle during the second quarter of 2008 for $49.4 million. In the third quarter of 2008, Gold Eagle was acquired by Goldcorp Inc. ("Goldcorp") at a price per share significantly above the Company's acquisition cost of the Gold Eagle securities resulting in the recognition of a gain of $25.0 million before taxes.LaRonde mine.

Production Costs

In 2009,2012, total production costs were $306.3$897.7 million compared to $186.9with $876.1 million in 2008.2011. This increase is due primarily to the start of productiona 28% increase in throughput at the new Kittila Mine, Lapa MineMeadowbank mine between 2011 and Pinos Altos Mine. In2012 made possible by the addition of a secondary crusher in June 2011 and improved equipment availability. The overall increase in production costs was partially offset by the increase reflects the first full yearsuspension of productionmining operations at the Company's Goldex Mine, which commenced production in mid-2008. mine on October 19, 2011.

The table below sets out the components ofdetails production costs:costs by mine:

Production Costs 2012 2011 2010 

  (thousands of United States dollars)
LaRonde mine $225,647 $209,947 $189,146 

Goldex mine  56,939 61,561 

Lapa mine 73,376 68,599 66,199 

Kittila mine 98,037 110,477 87,740 

Pinos Altos mine 152,942 145,614 90,293 

Meadowbank mine 347,710 284,502 182,533 

Production costs per consolidated statements of income (loss) and comprehensive income (loss) $897,712 $876,078 $677,472 

Production Costs
 2009 2008 2007 
 
 (thousands)
 

LaRonde

 $164,221 $166,496 $166,104 

Goldex

  54,342  20,366   

Kittila

  42,464     

Lapa

  33,472     

Pinos Altos

  11,819     
        

Production costs per Consolidated Statement of Income

 $306,318 $186,862 $166,104 
        

Production costs at the LaRonde Mine during 2009mine were $225.6 million in 2012, an increase of $164.2 million remained relatively constant when7% compared to 2008, decreasing by approximately 1%.with 2011 production costs of $209.9 million. During 2009,2012, the LaRonde mine processed an average of 6,9756,444 tonnes of ore per day compared to 7,210with 6,592 tonnes of ore per day during 2008.2011. The decrease in throughput between periods was due primarily to heat and congestion challenges associated with ore sourced from the deeper LaRonde mine extension. Minesite costs per tonne were C$69 in the fourth quarter compared to C$6498 in the fourth quarter of 2008.2012 compared with C$79 in the fourth quarter of 2011. For the full year the2012, minesite costs per tonne were C$72,95 compared with C$6784 per tonne in 2008.2011. The increase in minesite costs per tonne during 2009in 2012 compared with 2011 is attributable primarily to a combination of higher costs for labour, contractors, chemicalslower throughput and other consumables, which were slightly offset by lower energy costs.general cost increases.

        In 2009, productionProduction costs at the Goldex Minemine were $54.3nil in 2012 compared with $56.9 million in 2011. The absence of production costs in 2012 is a result of the suspension of Goldex mine operations on October 19, 2011. Minesite costs per tonne were nil in the fourth quarter of 2012 compared to $20.4C$21 in the fourth quarter of 2011 when the surface stockpile that remained after the suspension of mining operations was milled. For the full year 2012, minesite costs per tonne were nil compared with C$21 per tonne in 2011.

Production costs at the Lapa mine were $73.4 million in 2008. The2012, an increase is due toof 7% compared with 2011 production costs of $68.6 million. During 2012, the fact that commercial production was achieved August 2008. During 2009, GoldexLapa mine processed an average of 7,1641,749 tonnes of ore per day, above 2008 average productionan increase of 6,1403% over the 1,701 tonnes of ore per day processed during 2011. The increase in throughput between 2011 and design capacity of 7,000 tonnes per day.2012 was due primarily to improved maintenance scheduling and mill optimization. Minesite costs per tonne were C$23113 in the fourth quarter of


2009 2012 compared towith C$24117 in the fourth quarter of 2008.2011. For the full year 2012, minesite costs per tonne were up slightly but essentially unchanged at C$115 compared with C$110 per tonne in 2011.

Production costs at the Kittila mine were $98.0 million in 2012, a decrease of 11% compared with 2011 production costs of $110.5 million. During 2012, the Kittila mine processed an average of 2,979 tonnes of ore per day, an increase of 5% over the 2,824 tonnes of ore per day processed during 2011 due primarily to an increase in autoclave availability. Minesite costs per tonne were €69 in the fourth quarter of 2012 compared with €80 in the fourth quarter of 2011. For the full year 2012, minesite costs per tonne were €69 compared with €75 per tonne in 2011 due primarily to increased contractor efficiencies and to relatively lower costs associated with mining the final benches of the open pit during 2012.

2012 ANNUAL REPORT            93

Table of Contents


Production costs at the Pinos Altos mine, including the Creston Mascota deposit, were $152.9 million in 2012, an increase of 5% compared with 2011 production costs of $145.6 million. During 2012, the Pinos Altos mine processed an average of 12,007 tonnes of ore per day, a decrease of 3% compared with the 12,355 tonnes of ore per day processed during 2011 due primarily to the temporary suspension of heap leach stacking at the Creston Mascota deposit in September 2012. Minesite costs per tonne were $46 in the fourth quarter of 2012 compared with $24 in the fourth quarter of 2011. For the full year 2012, minesite costs per tonne were $31 compared with $27 per tonne in 2011. The increase in minesite costs per tonne between 2011 and 2012 is mainly attributable to the absence of lower cost heap leach tonnes processed from the Creston Mascota deposit during the fourth quarter of 2012.

Production costs at the Meadowbank mine were $347.7 million in 2012, an increase of 22% compared with 2011 production costs of $284.5 million. During 2012, the Meadowbank mine processed an average of 10,440 tonnes of ore per day, an increase of 28% over the 8,158 tonnes of ore per day processed during 2011 due primarily to the June 2011 addition of the permanent secondary crusher and improvements in equipment availability and equipment maintenance. Minesite costs per tonne were C$90 in the fourth quarter of 2012 compared with C$98 in the fourth quarter of 2011. For the full year 2012, minesite costs per tonne were C$23,88 compared with C$2791 per tonne in 2008.2011. The decrease in minesite costs per tonne during 2009between 2011 and 2012 is mainly attributable to a reduction in waste tonnes moved under the processing of higher grade ore.

        Both the Kittilarevised Meadowbank mine plan and Lapa Mines achieved commercial production in May 2009. The Pinos Altos Mine achieved commercial production in November 2009.

        During 2009, the Kittila Mine processed an average of 2,057 tonnes of ore per day, below its design capacity of 3,000 tonnes of ore per day. Since the achievement of commercial production, the minesite costs per tonne were €54, which was higher than expected due to the slower than expected ramping up of the Kittila Mine. In 2009, the Lapa Mine processed an average of 1,222 tonnes of ore per day, below its design capacity of 1,500 tonnes per day. The Lapa Mine is processing ore quantities as expected; however, the mine continues to experience dilution issues. The Pinos Altos Mine processed an average of 1,863 tonnes of ore per day during the fourth quarter, below its design capacity of 4,000 tonnes per day. The start-up of the Pinos Altos mill was affected by increased quantities of clay minerals observed in the initial ore processed in the mill with a subsequent limitation on the ability to filter tailings at the designed production rates.overall productivity gains.


Total Production Costs by Category

LOGOLOGO

        In 2009,Total cash costs per ounce of gold produced, representing the weighted average of all of the Company's producing mines, increased to $640 in 2012 from $580 in 2011 and $451 in 2010. At the LaRonde mine, total cash costs per ounce of gold increased from $77 in 2011 to $347$569 in 2012 due primarily to significantly lower byproduct revenue as the mine transitions to ore sourced from $162lower levels, and previously noted challenges with heat and congestion at the deeper levels. Total cash costs per ounce of gold at the Goldex mine were $401 in 2008 andminus $365 in 2007. The2011 until the suspension of operations on October 19, 2011. At the Lapa mine, total cash costs per ounce of $347 represents a weighted average over all the Company's producing mines. In 2009, the LaRonde Mine total cash costs per ounce were $103, the Goldex Mine total cash costs per ounce were $366,gold increased from $650 in 2011 to $697 in 2012 due to general mining industry cost increases. At the Kittila Minemine, total cash costs per ounce of $668,gold decreased from $739 in 2011 to $565 in 2012 due primarily to a 23% increase in gold production and improved efficiencies in the Lapa Mineuse of consumables and contractors. Total cash costs per ounce of gold at the Pinos Altos mine, including the Creston Mascota deposit, decreased from $299 in 2011 to $286 in 2012 due primarily to increased production between these periods. Despite the temporary suspension of heap leach operations at the Creston Mascota deposit effective October 1, 2012, gold production increased by 30,457 ounces at the Pinos Altos mine overall in 2012 compared with 2011. At the Meadowbank mine, total cash costs per ounce were $751of gold decreased from $1,000 in 2011 to $913 in 2012 due primarily to increased gold production and to the Pinos Altos Mine total cash costs per ounce were $596. successful implementation of the revised mine plan in 2012.

Total cash costs per ounce are comprised of minesite costs incurred during the period and, in the case of the LaRonde and Pinos Altos Mines, reduced by their related net byproduct revenue. Total cash costs per ounce are affected by various factors such as the quantity of gold produced operating costs, Canadian dollar/US dollar exchange rates and Euro/US dollar exchange rates and, at the LaRonde and Pinos Altos Mines, the quantity of byproduct metals produced and byproduct metal prices.

        Total cash costs per ounce is not a recognized measure under US GAAP and this data may not be comparable to data presented by other gold producers. ManagementThis measure is calculated by adjusting production costs as recorded in the consolidated statements of income (loss) and comprehensive income (loss) for byproduct revenues, unsold concentrate inventory production costs, non-cash reclamation provisions, deferred stripping costs and other adjustments, and then dividing by the number of ounces of gold produced. The Company believes that this generally accepted industry measure is a realistic indication of operating performance and is a useful in allowing year over year comparisons. As illustrated in the table below, this measure is calculated by adjusting production costs as shown in the Consolidated Statementscomparison point between

94            AGNICO-EAGLE MINES LIMITED

Table of Income and Comprehensive Income for net byproduct revenues, royalties, inventory adjustments and asset retirement provisions and then dividing by the number of ounces of gold produced.Contents



periods. Total cash costs per ounce of gold produced is intended to provide investors with information about the cash generating capabilities of the Company's mining operations. Management also uses this measure to monitor the performance of the Company's mining operations. SinceAs market prices for gold are quoted on a per ounce basis, using this per ounce measure allows management to assess thea mine's cash generating capabilities at various gold prices. Management is aware that



this per ounce measure of performance is affectedcan be impacted by fluctuations in byproduct metal prices and exchange rates. Management compensates for thethese inherent limitations inherent in this measure by using itthis measure in conjunction with minesite costs per tonne (discussed below) as well as other data prepared in accordance with US GAAP. Management also performs sensitivity analyses in order to quantify the effects of fluctuating metal prices and exchange rates.

The World Gold Council and its members are working to develop a new production cost measure, potentially termed "all-in sustaining cash costs". The Company will work with the World Gold Council and its members to define and endorse this new measure, expected to be finalized in 2013.

Minesite costs per tonne is not a recognized measure under US GAAP and this data may not be comparable to data presented by other gold producers. As illustrated in the table below, thisThis measure is calculated by adjusting production costs as shown in the Consolidated Statementconsolidated statements of Incomeincome (loss) and Comprehensive Incomecomprehensive income (loss) for unsold concentrate inventory adjustmentsproduction costs, non-cash reclamation provisions, deferred stripping costs and asset retirement provisionsother adjustments, and then dividing by tonnes of ore processed throughprocessed. As the mill. Since total cash costs per ounce dataof gold produced measure can be affectedimpacted by fluctuations in byproduct metalsmetal prices and exchange rates, management believes that the minesite costs per tonne measure provides additional information regarding the performance of mining operations. Management is aware that this per tonne measure of performance can be impacted by fluctuations in production levels and compensates for this inherent limitation by using this measure in conjunction with production costs prepared in accordance with US GAAP.

The Company reports total cash costs per ounce of gold produced and minesite costs per tonne using a common industry practice of deferring certain stripping costs that can be attributed to future production. The purpose of adjusting for these stripping costs is to enhance the comparability of total cash costs per ounce of gold produced and minesite costs per tonne to the Company's peers within the mining industry.

The following tables provide a reconciliation of total cash costs per ounce of gold produced and minesite costs per tonne to production costs as presented in the consolidated statements of income (loss) and comprehensive income (loss) in accordance with US GAAP.

Total Production Costs by Mine

  2012 2011 2010 
  
  (thousands of United States dollars)
Production costs per consolidated statements of income (loss) and comprehensive income (loss) $897,712 $876,078 $677,472 

LaRonde mine 225,647 209,947 189,146 

Goldex mine  56,939 61,561 

Lapa mine 73,376 68,599 66,199 

Kittila mine 98,037 110,477 87,740 

Pinos Altos mine(i) 146,503 145,614 90,293 

Meadowbank mine 347,710 284,502 182,533 

Total $891,273 $876,078 $677,472 

2012 ANNUAL REPORT            95

Table of Contents


Reconciliation of Production Costs to Total Cash Costs per Ounce of Gold Produced by Mine

LaRonde Mine – Total Cash Costs per Ounce of Gold Produced  2012  2011  2010  

   (thousands of United States dollars, except as noted)
Production costs $225,647 $209,947 $189,146  

Adjustments:           

Byproduct metal revenues, net of smelting, refining and marketing charges  (131,750) (194,000) (192,155) 

Inventory and other adjustments(ii)  107  (2,309) 3,287  

Non-cash reclamation provision  (2,422) (4,062) (1,344) 

Cash operating costs $91,582 $9,576 $(1,066) 

Gold production (ounces)  160,875  124,173  162,806  

Total cash costs per ounce of gold produced ($ per ounce)(iii) $569 $77 $(7) 

Goldex Mine – Total Cash Costs per Ounce of Gold Produced  2012  2011  2010  

   (thousands of United States dollars, except as noted)
Production costs $ $56,939 $61,561  

Adjustments:           

Byproduct metal revenues, net of smelting, refining and marketing charges    395  727  

Inventory and other adjustments(ii)    (2,778) (253) 

Non-cash reclamation provision    (173) (216) 

Cash operating costs $ $54,383 $61,819  

Gold production (ounces)    135,478  184,386  

Total cash costs per ounce of gold produced ($ per ounce)(iii) $ $401 $335  

Lapa Mine – Total Cash Costs per Ounce of Gold Produced  2012  2011  2010  

   (thousands of United States dollars, except as noted)
Production costs $73,376 $68,599 $66,199  

Adjustments:        ��  

Byproduct metal revenues, net of smelting, refining and marketing charges  513  663  644  

Inventory and other adjustments(ii)  (71) 631  (4,683) 

Non-cash reclamation provision  191  (348) (57) 

Cash operating costs $74,009 $69,545 $62,103  

Gold production (ounces)  106,191  107,068  117,456  

Total cash costs per ounce of gold produced ($ per ounce)(iii) $697 $650 $529  

96            AGNICO-EAGLE MINES LIMITED

Table of Contents


Kittila Mine – Total Cash Costs per Ounce of Gold Produced  2012  2011  2010  

   (thousands of United States dollars, except as noted)
Production costs $98,037 $110,477 $87,740  

Adjustments:           

Byproduct metal revenues, net of smelting, refining and marketing charges  391  152  252  

Inventory and other adjustments(ii)  1,564  (1,267) (4,774) 

Non-cash reclamation provision  (551) (206) (334) 

Stripping costs(iv)    (3,018)   

Cash operating costs $99,441 $106,138 $82,884  

Gold production (ounces)  175,878  143,560  126,205  

Total cash costs per ounce of gold produced ($ per ounce)(iii) $565 $739 $657  

Pinos Altos Mine – Total Cash Costs per Ounce of Gold Produced(i)  2012  2011  2010  

   (thousands of United States dollars, except as noted)
Production costs $146,503 $145,614 $90,293  

Adjustments:           

Byproduct metal revenues, net of smelting, refining and marketing charges  (69,478) (60,653) (25,052) 

Inventory and other adjustments(ii)  2,658  1,871  2,925  

Non-cash reclamation provision  (764) (1,372) (858) 

Stripping costs(iv)  (12,762) (24,260) (11,857) 

Cash operating costs $66,157 $61,200 $55,451  

Gold production (ounces)  231,277  204,380  130,431  

Total cash costs per ounce of gold produced ($ per ounce)(iii) $286 $299 $425  

Meadowbank Mine – Total Cash Costs per Ounce of Gold Produced  2012  2011  2010  

   (thousands of United States dollars, except as noted)
Production costs $347,710 $284,502 $182,533  

Adjustments:           

Byproduct metal revenues, net of smelting, refining and marketing charges  (1,651) (546) (584) 

Inventory and other adjustments(ii)  4,582  (1,670) 6,911  

Non-cash reclamation provision  (1,611) (1,679) (1,315) 

Stripping costs(iv)  (14,806) (9,746) (4,321) 

Cash operating costs $334,224 $270,861 $183,224  

Gold production (ounces)  366,030  270,801  264,576  

Total cash costs per ounce of gold produced ($ per ounce)(iii) $913 $1,000 $693  

2012 ANNUAL REPORT            97

Table of Contents


Reconciliation of Production Costs to Minesite Costs per Tonne by Mine

LaRonde Mine – Minesite Costs per Tonne  2012  2011  2010  

   (thousands of United States dollars, except as noted)
Production costs $225,647 $209,947 $189,146  

Adjustments:           

Inventory adjustment(v)  984  (22) 3,287  

Non-cash reclamation provision  (2,421) (4,062) (1,344) 

Minesite operating costs $224,210 $205,863 $191,089  

Minesite operating costs (thousands of C$) $225,159 $202,957 $194,993  

Tonnes of ore milled (thousands of tonnes)  2,359  2,406  2,592  

Minesite costs per tonne (C$)(vi) $95 $84 $75  

Goldex Mine – Minesite Costs per Tonne  2012  2011  2010  

   (thousands of United States dollars, except as noted)
Production costs $ $56,939 $61,561  

Adjustments:           

Inventory adjustment(v)    (2,407) (253) 

Non-cash reclamation provision    (173) (216) 

Minesite operating costs $ $54,359 $61,092  

Minesite operating costs (thousands of C$) $ $53,208 $62,545  

Tonnes of ore milled (thousands of tonnes)    2,477  2,782  

Minesite costs per tonne (C$)(vi) $ $21 $22  

Lapa Mine – Minesite Costs per Tonne  2012  2011  2010  

   (thousands of United States dollars, except as noted)
Production costs $73,376 $68,599 $66,199  

Adjustments:           

Inventory adjustment(v)  54  1,071  (4,683) 

Non-cash reclamation provision  191  (348) (57) 

Minesite operating costs $73,621 $69,322 $61,459  

Minesite operating costs (thousands of C$) $73,813 $68,403 $62,771  

Tonnes of ore milled (thousands of tonnes)  641  621  552  

Minesite costs per tonne (C$)(vi) $115 $110 $114  

98            AGNICO-EAGLE MINES LIMITED

Table of Contents


Kittila Mine – Minesite Costs per Tonne  2012  2011  2010  

   (thousands of United States dollars, except as noted)
Production costs $98,037 $110,477 $87,740  

Adjustments:           

Inventory adjustment(v)  1,569  (1,324) (4,774) 

Non-cash reclamation provision  (551) (206) (334) 

Stripping costs(iv)    (3,018)   

Minesite operating costs $99,055 $105,929 $82,632  

Minesite operating costs (thousands of €) 75,305 76,817 63,464  

Tonnes of ore milled (thousands of tonnes)  1,090  1,031  960  

Minesite costs per tonne (€)(vi) 69 75 66  

Pinos Altos Mine – Minesite Costs per Tonne(i)  2012  2011  2010  

   (thousands of United States dollars, except as noted)
Production costs $146,503 $145,614 $90,293  

Adjustments:           

Inventory adjustment(v)  2,755  (169) 2,925  

Non-cash reclamation provision  (764) (1,372) (858) 

Stripping costs(iv)  (12,762) (24,260) (11,857) 

Minesite operating costs $135,732 $119,813 $80,503  

Tonnes of ore milled (thousands of tonnes)  4,316  4,509  2,318  

Minesite costs per tonne (US$)(vi) $31 $27 $35  

2012 ANNUAL REPORT            99

Table of Contents


Meadowbank Mine – Minesite Costs per Tonne  2012  2011  2010  

   (thousands of United States dollars, except as noted)
Production costs $347,710 $284,502 $182,533  

Adjustments:           

Inventory adjustment(v)  4,407  253  6,911  

Non-cash reclamation provision  (1,610) (1,679) (1,315) 

Stripping costs(iv)  (14,806) (9,746) (4,321) 

Minesite operating costs $335,701 $273,330 $183,808  

Minesite operating costs (thousands of C$) $336,431 $272,157 $190,980  

Tonnes of ore milled (thousands of tonnes)  3,821  2,978  2,001  

Minesite costs per tonne (C$)(vi) $88 $91 $95  

Notes:

(i)
Includes the Creston Mascota deposit at Pinos Altos, except for fourth quarter 2012 total cash costs per ounce of gold produced and minesite costs per tonne, as heap leach operations at the Creston Mascota deposit were suspended effective October 1, 2012.

(ii)
Under the Company's revenue recognition policy, revenue is recognized on concentrates when legal title passes. As total cash costs per ounce of gold produced are calculated on a production basis, this inventory adjustment reflects the sales margin on the portion of concentrate production not yet recognized as revenue.

(iii)
Total cash costs per ounce of gold produced is not a recognized measure under US GAAP and this data may not be comparable to data presented by other gold producers. This measure is calculated by adjusting production costs as recorded in the consolidated statements of income (loss) and comprehensive income (loss) for byproduct revenues, unsold concentrate inventory production costs, non-cash reclamation provisions, deferred stripping costs and other adjustments, and then dividing by the number of ounces of gold produced. The Company believes that this generally accepted industry measure is a realistic indication of operating performance and is a useful comparison point between periods. Total cash costs per ounce of gold produced is intended to provide investors with information about the cash generating capabilities of the Company's mining operations. Management also uses this measure to monitor the performance of the Company's mining operations. As market prices for gold are quoted on a per ounce basis, using this per ounce measure allows management to assess a mine's cash generating capabilities at various gold prices. Management is aware that this per ounce measure of performance can be impacted by fluctuations in byproduct metal prices and exchange rates. Management compensates for these inherent limitations by using this measure in conjunction with minesite costs per tonne (discussed below) as well as other data prepared in accordance with US GAAP. Management also performs sensitivity analyses in order to quantify the effects of fluctuating metal prices and exchange rates.

(iv)
The Company reports total cash costs per ounce of gold produced and minesite costs per tonne using a common industry practice of deferring certain stripping costs that can be attributed to future production. The purpose of adjusting for these stripping costs is to enhance the comparability of total cash costs per ounce of gold produced and minesite costs per tonne to the Company's peers within the mining industry.

(v)
This inventory adjustment reflects production costs associated with unsold concentrates.

(vi)
Minesite costs per tonne is not a recognized measure under US GAAP and this data may not be comparable to data presented by other gold producers. This measure is calculated by adjusting production costs as shown in the consolidated statements of income (loss) and comprehensive income (loss) for unsold concentrate inventory production costs, non-cash reclamation provisions, deferred stripping costs and other adjustments, and then dividing by tonnes of ore milled. As the total cash costs per ounce of gold produced measure can be impacted by fluctuations in byproduct metal prices and exchange rates, management believes that the minesite costs per tonne measure provides additional information regarding the performance of mining operations, and allows management to monitor operating costs on a more consistent basis aseliminating the per tonne measure eliminates the cost variability associated withimpact of varying production levels. Management also uses this measure to determine the economic viability of mining blocks. As each mining block is evaluated based on the net realizable value of each tonne mined, in order to be economically viable the estimated revenue on a per tonne basis must be in excess of the minesite costs per tonne. Management is aware that this per tonne measure is affectedof performance can be impacted by fluctuations in productionprocessing levels and thus usescompensates for this inherent limitation by using this measure as an evaluation tool in conjunction with production costs prepared in accordance with US GAAP. This measure supplements

Exploration and Corporate Development Expense

Proven and probable gold reserves totalled 18.7 million ounces at December 31, 2012 compared with 18.8 million ounces at December 31, 2011. The decrease in proven and probable gold reserves was due primarily to 2012 gold production cost information prepared in accordance with US GAAP and allows investors to distinguish between changes in production costs resulting from changes in level of production versus changes in operating performance.

        Both of these non-US GAAP measures used should be considered together with other data prepared in accordance with US GAAP, and none of the measures taken by themselves is necessarily indicative of production costs or cash flow measures prepared in accordance with US GAAP. The tables below reconcile total cash costs per ounce and minesite costs per tonne to the production costs presented in the consolidated financial statements prepared in accordance with US GAAP.

Total Production Costs by Mine

 
 2009 2008 2007 
 
 (thousands, except as noted)
 

Total Production costs per Consolidated Statements of Income and Comprehensive Income

 $306,318 $186,862 $166,104 

Attributable to LaRonde

  164,221  166,496  166,104 

Attributable to Goldex

  54,342  20,366   

Attributable to Lapa

  33,472     

Attributable to Kittila

  42,464     

Attributable to Pinos Altos

  11,819     
        

Total

 $306,318 $186,862 $166,104 
        

Reconciliation of Total Cash Costs per Ounce of Gold to Production Costs by Mine

LaRonde Cash Costs per Ounce
 2009 2008 2007 
 
 (thousands, except as noted)
 

Production costs

 $164,221 $166,496 $166,104 

Adjustments:

          

Byproduct metals revenues

  (138,262) (142,337) (260,668)

Inventory adjustments(i)

  (3,809) 45  11,528 

Non-cash reclamation provision

  (1,198) (1,194) (1,264)
        

Cash operating costs

 $20,952 $23,010 $(84,300)

Gold production (ounces)

  203,494  216,208  230,992 
        

Total cash costs (per ounce)(ii)

 $103 $106 $(365)
        

Goldex Cash Costs per Ounce
 2009 2008 2007 

Production costs per Consolidated Statements of Income and Comprehensive Income

 $54,342 $20,366 $ 

Adjustments:

          

Inventory adjustments(i)

  383  (448)  

Non-cash reclamation provision

  (196) (72)  
        

Cash operating costs

 $54,529 $19,846 $ 

Gold production (ounces)

  148,849  47,347   
        

Total cash costs (per ounce)(ii)

 $366 $419 $ 
        


Lapa Cash Costs per Ounce
 2009 2008 2007 
 
 (thousands, except as noted)
 

Production costs per Consolidated Statements of Income and Comprehensive Income

 $33,472 $ $ 

Adjustments:

          

Inventory adjustments(i)

  6,072     

Non-cash reclamation provision

  (25)    
        

Cash operating costs

 $39,519 $ $ 

Gold production (ounces)

  52,602     
        

Total cash costs (per ounce)(ii)

 $751 $ $ 
        


Kittila Cash Costs per Ounce
 2009 2008 2007 
 
 (thousands, except as noted)
 

Production costs per Consolidated Statements of Income and Comprehensive Income

 $42,464 $ $ 

Adjustments:

          

Inventory adjustments(i)

  1,565     

Non-cash reclamation provision

  (254)    
        

Cash operating costs

 $43,775 $ $ 

Gold production (ounces)

  65,547     
        

Total cash costs (per ounce)(ii)

 $668 $ $ 
        


Pinos Altos Cash Costs per Ounce
 2009 2008 2007 
 
 (thousands, except as noted)
 

Production costs per Consolidated Statements of Income and Comprehensive Income

 $11,819 $ $ 

Adjustments:

          

Byproduct metal revenues, net of smelting, refining and marketing charges

  (625)    

Inventory adjustments(i)

  (5,356)    

Non-cash reclamation provision

  (100)    
        

Cash operating costs

 $5,738 $ $ 

Gold production (ounces)

  9,634     
        

Total cash costs (per ounce)(ii)

 $596 $ $ 
        

Reconciliation of Minesite Costs per Tonne to Production Costs by Mine

LaRonde Minesite Costs per Tonne
 2009 2008 2007 
 
 (thousands, except as noted)
 

Production costs

 $164,221 $166,496 $166,104 

Adjustments:

          

Inventory adjustments(iii)

  234  45  916 

Non-cash reclamation provision

  (1,198) (1,194) (1,264)
        

Minesite operating costs (US$)

 $163,257 $165,347 $165,756 

Minesite operating costs (C$)

 $184,233 $176,893 $177,735 

Tonnes of ore milled (000s tonnes)

  2,546  2,639  2,673 
        

Minesite costs per tonne (C$)(iv)

 $72 $67 $66 
        

Goldex Minesite Costs per Tonne

 

2009

 

2008

 

2007

 

Production costs

 $54,342 $20,366 $ 

Adjustments:

          

Inventory adjustments(iii)

  383  (448)  

Non-cash reclamation provision

  (196) (72)  
        

Minesite operating costs (US$)

 $54,529 $19,846 $ 

Minesite operating costs (C$)

 $60,986 $23,224 $ 

Tonnes of ore milled (000s tonnes)

  2,615  851   
        

Minesite costs per tonne (C$)(iv)

 $23 $27 $ 
        

Lapa Minesite Costs per Tonne

 

2009

 

2008

 

2007

 

Production costs

 $33,472 $ $ 

Adjustments:

          

Inventory adjustments(iii)

  6,072     

Non-cash reclamation provision

  (26)    
        

Minesite operating costs (US$)

 $39,518 $ $ 

Minesite operating costs (C$)

 $42,055 $ $ 

Tonnes of ore milled (000s tonnes)

  299     
        

Minesite costs per tonne (C$)(iv)

 $140 $ $ 
        

Kittila Minesite Costs per Tonne

 

2009

 

2008

 

2007

 

Production costs

 $42,464 $ $ 

Adjustments:

          

Inventory adjustments(iii)

  1,565     

Non-cash reclamation provision

  (254)    
        

Minesite operating costs (US$)

 $43,775 $ $ 

Minesite operating costs (€)

 30,568   

Tonnes of ore milled (000s tonnes)

  563     
        

Minesite costs per tonne (€)(iv)

 54   
        


Pinos Altos Minesite Costs per Tonne
 2009 2008 2007 

Production costs

 $11,819 $ $ 

Adjustments:

          

Inventory adjustments(iii)

  (5,356)    

Non-cash reclamation provision

  (100)    
        

Minesite operating costs (US$)

 $6,363 $ $ 

Tonnes of ore milled (000s tonnes)

  227     
        

Minesite costs per tonne (US $)(iv)

 $28 $ $ 
        

Notes:

(i)
Underat the Company's revenue recognition policy, revenue is recognized on concentrates when legal title passes. Since total cash costs per ounce are calculated on a production basis, this inventory adjustment reflectsoperating mines and was almost entirely offset by newly declared proven and probable reserves at the sales margin onGoldex and La India mine projects and at the portion of concentrate production for which revenue has not been recognized in the period.

(ii)
Total cash costs per ounce is not a recognized measure under US GAAP and this data may not be comparable to data presented by other gold producers. The Company believes that this generally accepted industry measure is a realistic indication of operating performance and is useful in allowing year over year comparisons. As illustrated in the table above, this measure is calculated by adjusting Production Costs as shown in the Consolidated Statements of Income and Comprehensive Income for net byproduct metals revenues, royalties, inventory adjustments and asset retirement provisions. This measure is intended to provide investors with information about the cash generating capabilitiesMeliadine project.

A summary of the Company's significant 2012 exploration and corporate development activities is detailed below:

    Canadian regional exploration expenditures, excluding the Goldex mine project, amounted to $22.7 million in 2012 compared with $29.9 million in 2011. This decrease was due primarily to a $6.5 million reduction in exploration expenditures at the Meliadine project between periods.

    On October 19, 2011, mining operations. Management uses this measure to monitoroperations at the performanceGoldex mine were suspended as a result of geotechnical concerns with the rock above the mining horizon. In 2011, investigation expenditures of $19.7 million were incurred which included rock mechanic and mining studies, drilling and development exploration of the Company's mining operations. Since market pricesdeeper D zone and care

100            AGNICO-EAGLE MINES LIMITED

Table of Contents


      and maintenance of general infrastructure. In 2012, exploration expenditures increased to $37.6 million with focus on the new M and E Zones at the Goldex mine project which were approved for gold are quoted on a per ounce basis, using this per ounce measure allows managementdevelopment during the year.

    Latin American regional exploration expenses increased to assess$28.4 million in 2012 compared with $8.3 million in 2011, due primarily to drilling at the mine's cash generating capabilities at various gold prices. ManagementLa India mine project in Mexico which is aware that this per ounce measure of performance canexpected to be impacted by fluctuations in byproduct metal prices and exchange rates. Management compensates for the limitation inherent with this measure by using it in conjunction with the minesite costs per tonne measure (discussed below)developed as well as other data prepared in accordance with US GAAP. Management also performs sensitivity analyses in order to quantify the effects of fluctuating metal prices and exchange rates.an open pit heap leach operation.

    (iii)
    This inventory adjustment reflectsExploration expenditures in the United States and Europe of $14.9 million in 2012 were comparable with expenditures of $13.9 million in 2011.

    The Company's corporate development team remained active in 2012, evaluating new properties and potential acquisition opportunities.

The table below details exploration expense by region and total corporate development expense:

   2012  2011  2010 
  
   (thousands of United States dollars)
Canada $22,733 $29,885 $28,346 

Latin America  28,419  8,263  8,268 

United States  7,397  7,520  7,042 

Europe  7,458  6,332  4,569 

Goldex mine project  37,627  19,656   

Corporate development expense  5,866  4,065  6,733 

  $109,500 $75,721 $54,958 

Amortization of Property, Plant and Mine Development

Amortization of property, plant and mine development expense increased to $271.9 million in 2012 compared with $261.8 million in 2011 due primarily to the achievement of commercial production at the LaRonde mine extension on December 1, 2011. Amortization expense commences once a mine or project achieves commercial production.

General and Administrative Expense

General and administrative expense increased to $119.1 million in 2012 from $107.9 million in 2011 due primarily to increases in salaries, benefits, retirement costs and legal expenses associated with unsold concentrates.

(iv)
Minesite costs per tonne is notsecurities class action lawsuits. Partially offsetting these increases, stock option expense decreased to $33.8 million in 2012, representing a recognized measure under US GAAP and this data may not be comparable20% decrease compared with 2011, due to data presented by other gold producers. As illustrateda decrease in the table above, this measure isBlack-Scholes calculated by adjusting Production Costs as shown invalue of the Consolidated Statements of Income and Comprehensive Income for inventory and hedging adjustments and asset retirement provisions and then dividing by tonnes processed through the mill. Since total cash costs per ounce data can be affected by fluctuations in byproduct metals prices and exchange rates, management believes minesite costs per tonne provides additional information regarding the performance of mining operations and allows managementemployee stock options granted between periods.

Provincial Capital Tax

Prior to monitor operating costs on a more consistent basis as the per tonne measure eliminates the cost variability associated with varying production levels. Management also uses this measure to determine the economic viability of mining blocks. As each mining block is evaluated based2011, provincial capital tax was assessed on the net realizable valueCompany's capitalization (paid-up capital and debt) less certain allowances and tax credits for exploration expenses incurred. Ontario capital tax was eliminated on July 1, 2010, while Quebec capital tax was eliminated at the end of each tonne mined,2010. Provincial capital tax expenses of $4.0 million and $9.2 million were recorded in order2012 and 2011, respectively, due to government audit assessments relating to prior years. In 2010, the Company recorded a provincial capital tax recovery of $6.1 million due to non-recurring items relating to prior years. Provincial capital tax is expected to be economically viablenil going forward.

2012 ANNUAL REPORT            101

Table of Contents


Interest Expense

In 2012, interest expense increased to $57.9 million from $55.0 million in 2011 and $49.5 million in 2010. The table below details the estimated revenue on a per tonne basis must be in excesscomponents of the minesite costs per tonne. Management is aware that this per tonne measure is impacted by fluctuations in production levels and thus uses this evaluation tool in conjunction with production costs prepared in accordance with US GAAP. This measure supplements production cost information prepared in accordance with US GAAP and allows investors to distinguish between changes in production costs resulting from changes in production versus changes in operating performance.

interest expense:

   2012  2011  2010  
  
   (thousands of United States dollars)
Stand-by fees on credit facilities $3,734 $7,345 $8,159  

Amortization of credit facilities, financing and note issuance costs  3,432  4,810  3,507  

Government interest, penalties and other  4,869  3,078  2,165  

Interest on credit facilities  3,460  1,764  10,795  

Interest on Notes  43,886  39,067  29,423  

Interest capitalized to construction in progress  (1,494) (1,025) (4,556) 

  $57,887 $55,039 $49,493  

Foreign Currency Translation Gain (Loss)

The Company's operating results and cash flow are significantly affectedimpacted by changes in the US dollar/Canadian dollar exchange rate, since three operating mines are located in Canada. Exchange rate movements can have a significant impact as all of the Company's revenues are earned in US dollars but most of its operating costs and a substantial portion of its capital costs are incurred in Canadian dollars. The US dollar/Canadian dollar exchange rate has varied significantly over the past severalthree years. During the period from January 1, 2005 to2010 through December 31, 2009,2012, the Noon Buying Ratedaily noon exchange rate as reported by the Bank of Canada has fluctuated frombetween C$1.300.94 per US$1.00 toand C$0.911.08 per US$1.00. In addition, a significant portion of the Company's expenditures at the Kittila Minemine and the Pinos Altos Minemine are denominated in Euros and Mexican pesos, respectively. Each of these currencies hasThe Euro and Mexican peso have also varied significantly against the US dollar over the past several years as well.three years.

Exploration and Corporate Development Expense

        Exploration drilling during 2009 resultedA foreign currency translation loss of $16.3 million was recorded in 0.8 million ounces2012 compared with a foreign currency translation gain of gold being converted from the mineral resource category into the mineral reserve category. In spite of this conversion, the mineral resources continued to grow at several of the mines and mine projects. Gold mineral resources rose approximately 28% in 2009 versus 2008. The largest contributor was the Meadowbank Mine where mineral resources increased by



approximately 100%, largely from the southern end of the deposit. An approximately 89% increase in mineral resources was realized at the Pinos Altos Mine and mineral resources at the LaRonde Mine increased by 35%.

        Set out below is a summary of the significant exploration and corporate development activities undertaken in 2009:

    Canadian grassroots exploration expenditure was $11.2$1.1 million in 2009, an increase of $3.2 million2011. On average, the US dollar strengthened against the Canadian dollar, the Euro and the Mexican peso in 2012 compared to 2008.with 2011. The Company'sUS dollar weakened against the Canadian exploration activities were focused ondollar, the BousquetEuro and Lapa mining camps and in Nunavut at the Meadowbank Mine where the activities were conducted both within the mining lease and outside of the remaining mining claims.

    During 2009, approximately $9.2 million of exploration expenses were incurred at the Pinos Altos Mine in Mexico. At the Pinos Altos Mine, the Company continued several aggressive exploration programs. The most costly activities were concentrated drilling programs near the mine infrastructure along previously recognized gold trends. For 2009, proven and probable mineral reserves, including the stand-alone Creston Mascota deposit, total 3.4 million ounces of gold and 94 million ounces of silver from 42.0 million tonnes grading 2.5 grams of gold per tonne and 69 grams of silver per tonne. While the gold reserves are down 5% compared to the previous year, the overall mineral reserve and mineral resource base at the Pinos Altos Mine increased by approximately 8% largely due to exploration success at the Sinter and Cubiro satellite deposits.

    The Company is currently conducting exploration activities in Nevada and incurred exploration expenditures of $7.2 million during 2009, a decrease of $2.2 million compared to 2008. In Nevada, exploration activities during 2009 were concentrated on West Pequop located in the northeastern region of the State.

    During 2009, exploration expenditures at the Kittila Mine in northern Finland were $5.3 million, a decrease of $1.7 million compared to 2008. At the Kittila Mine, the Company continued several aggressive exploration programs. The most costly activities were concentrated drilling programs near the existing mine infrastructure along previously recognized gold trends. As atMexican peso between December 31, 2009, proven2011 and probable gold reserves totalled approximately 4.0 million ounces of gold from 26.0 million tonnes grading 4.8 grams of gold per tonne. This increased approximately 25%, or 0.8 million ounces, from the 2008 level largely as a result of successful conversion drilling below the Suuri and Roura orebodies. Overall, the combined mineral reserves and mineral resources were essentially unchanged year over year as the focus during 2009 was on mineral resource to mineral reserve conversion of the Suuri and Roura resource at depth.

        The table below sets out exploration expense by region and total corporate development expense:

 
 2009 2008 2007 
 
 (thousands)
 

Canada

 $11,194 $7,966 $5,276 

Latin America

  9,212  7,426  6,047 

United States

  7,176  9,347  5,084 

Europe

  5,325  7,017  5,719 

Corporate development expense

  3,372  2,948  3,381 
        

 $36,279 $34,704 $25,507 
        

General and Administrative Expenses

        General and administrative expenses increased to $63.7 million in 2009 from $47.2 million in 2008. The main driver was an increase in stock option expense due to an increase in number of options granted and an increase in the Black-Scholes calculated value of the options granted. Of the total general and administrative expenses, stock-based compensation was $27.7 million and $15.3 million in 2009 and 2008, respectively.


Provincial Capital Taxes

        Provincial capital taxes were relatively constant at $5.0 million in 2009 compared to $5.3 million in 2008. These taxes are assessed on the Company's capitalization (paid-up capital and debt) less certain allowances and tax credits for exploration expenses incurred. Ontario capital tax will be eliminated on July 1, 2010, while Quebec capital tax will be eliminated at the end of 2010. Therefore, the provincial capital tax expense in 2010 is expected to be substantially less than that incurred in 2009 and zero in following years.

Amortization Expense

        The consolidated amortization expense for the year increased to $72.5 million in 2009 compared to $36.1 million in 2008, largely as a result of the commencement of commercial production at the Kittila, Lapa and Pinos Altos Mines during 2009. In addition, a full year of amortization expense was recognized at the Goldex Mine during 2009 compared to only five months of amortization expense during 2008 after commercial production was achieved in August 2008.

Interest Expense

        In 2009, interest expense increased to $8.4 million from $3.0 million in 2008 and $3.3 million in 2007. The table below shows the components of interest expense.

 
 2009 2008 2007 
 
 (thousands)
 

Stand-by fees on credit facilities

 $2,730 $1,163 $2,289 

Amortization of credit facilities financing costs

  2,392  1,192  806 

Government interest, penalties and other

  3,326  597  199 

Interest on credit facilities

  15,470  4,584   

Interest capitalized to construction in progress

  (15,470) (4,584)  
        

 $8,448 $2,952 $3,294 
        

Foreign Currency Translation Gain

December 31, 2012. The foreign currency translation loss was $39.8 million in 2009 compared to a gain of $77.7 million in 2008. The significant negative effect of exchange rates2012 is attributable to the weakening of the US dollar against the Canadian dollar and the Euro during 2009. The loss is mainly due primarily to the impact of translation on the foreign currency future tax liabilities denominated in Euros, Canadian dollars and isMexican pesos, offset partially off-set by the impact of translation on non-US dollar cash balances in Canadian dollars and Swedish krona, the currency in which the Company's Swedish subsidiaries pay tax.balances.

Income and Mining Taxes

In 2009,2012, the Company had an effective accounting incometax rate of 28.5% compared with 26.9% in 2011 and mining tax expense rate was 19.9% compared to 23.8%23.7% in 2008 and 12.5% in 2007. Two unusual items that were recognized in 2009 reduced2010. In 2012, the effective tax rate significantly fromof 28.5% was higher than the statutory tax rate. First, on December 12, 2008, the Company executed a Canadian federal tax electionrate of 26.3% due to commence using the U.S. dollar as its functional currency for federal Canadian income tax purposes. As the related tax legislation was enacted in the first quarter of 2009, this election applies to taxation years ended December 31, 2008 and subsequent. This election resulted in a deferred tax benefit of $21.0 million for the period ended December 31, 2009. Second, the $21 million premium recognized from the $43.5 million October 2008 flow-through share offering was included in income, net of the federal (and Ontario) deferred tax cost of $7.5 million associated with renouncing to investors the tax deductions otherwise arising from spending the proceeds of this offering. The net benefit of $13.5 million was also included in the 2009 tax provision.

        The two benefits above are somewhat offset by permanent differences, principally stock-based compensation that is not deductible for tax purposes in CanadaCanada. In 2011, an income and non-taxable foreign exchange losses. In addition, Quebec mining duties (currenttaxes recovery was recorded due to impairment losses on the Meadowbank and deferred) increase the effective tax rate, net of the related federal and Quebec income tax relief.Goldex mines.


Supplies InventoryInventories

        The supplies inventory balance as ofSupplies inventories increased by 22% to $222.6 million at December 31, 2009 had increased significantly to $100.92012 compared with $182.4 million compared to theat December 31, 2008 balance of $40.0 million.2011. This increase is mainly attributable to the build-up of supplies inventory at Meadowbank to be consumed during the operations of this mine, the build-up of winter supplies inventory at Meadowbank brought in during the 2009 barge season and the supplies inventory requiredinventories at the Company's 2009 new operatingMeadowbank mine to support increased gold production and related maintenance requirements. In addition, supplies inventories increased at the Kittila, Lapa and Pinos Altos Mines.

Capital Expenditures

        In early 2009, the Meadowbank Mine was subjectedand LaRonde mines to a comprehensive review to develop a detailed forecast of the ultimate expenditure that the Company was likely to incur in order to complete its development. This revised forecast led to an increase of approximately $72 million in the projected total project costs. The revised estimates reflect a combination of the Company's further experience with developing, constructingfacilitate increased gold production levels and maintaining operations at a remote location under severe arctic conditions, costs associated with developing a project in the Arctic, availability of labour to support construction activities and additional costs related to environmentally sustainableunderground mining operations.

Liquidity and Capital Resources

At the end of 2009,December 31, 2012, the Company's cash and cash equivalents, short-term investments and restricted cash totalled $163.6$332.0 million, compared to $99.4with $221.5 million at the endDecember 31, 2011. Cash provided by operating activities increased by $28.8 million to $696.0 million in 2012 compared with 2011 due primarily to a 6% increase in both gold prices realized

102            AGNICO-EAGLE MINES LIMITED

Table of 2008. ThisContents



and gold production. The increase resulted fromin cash provided by operating and financing activities which was partially offset by investing activities. In 2009, casha $15.2 million increase in production costs and a $33.8 million increase in exploration and corporate development expenses between 2011 and 2012. Cash used in investing activities decreased significantly to $587.6 million from $917.5$376.2 million in 2008. The investing activities2012 from $760.5 million in 2009 mainly consisted2011 due primarily to the acquisition of projectGrayd in November 2011, a decrease in available-for-sale securities investments, an increase in proceeds on available-for-sale securities and a decrease in capital expenditures at the Kittila, Lapa, Pinos Altos and Meadowbank Mines and LaRonde Mine extension.between these periods. Cash flow provided by operating activities decreased to $115.1 millionused in 2009 from $121.2 million in 2008 mainly due to the negative impact of changes in working capital. As the Company had three new mines in production during 2009, trade receivables and inventory balances have, as expected, also increased. The negative impact of changes in working capital was mostly offset by strong operating profits generated by the mines due to the substantial increase in gold production and stronger metal prices. In 2009, cash provided from financing activities remained relatively constant at $559.8 million compared to 2008 when cash provided from financing activities was $558.1 million. The$202.6 million in 2012 compared with cash provided fromby financing activities of $178.8 million in 2009 was mainly attributable2011 due primarily to thea change from net bankproceeds from long-term debt drawdowns of $515 million.$270.0 million in 2011 to net repayments of long-term debt of $290.0 million in 2012.

In 2009,2012, the Company invested $657.2cash of $445.6 million of cash in new projects and sustaining capital expenditures. MajorSignificant capital expenditures in 20092012 included $288.0$105.1 million on construction at the Meadowbank $133.3mine, $83.3 million on construction at Pinos Altos, $38.7the Meliadine project, $39.2 million on constructionat the La India mine project, $26.8 million at the Goldex mine project and $183.7 million at the LaRonde, Mine extension, $35.7 million on construction at Kittila, $22.1 million at Lapa and $137.8 million for sustaining capital expenditures at the LaRonde, Goldex, KittilaPinos Altos and Lapa Mines. A portion of the capital expenditures at Meadowbank relate to prepaid working capital and inventory which will be consumed and sold post-commercial production. The remaining capitalmines. Capital expenditures to complete all of the Company's projectsgrowth initiatives are expected to be funded by cash provided by operating activities and cash on hand and drawdowns from the Company's bank credit facilities.hand. A significant portion of the Company's cash and cash equivalents are denominated in US dollars.

        During 2009,In 2012, the Company received net proceeds on available-for-sale securities amounting to $48.3of $73.4 million compared to $43.6with $9.4 million during 2008. The 2009 net proceeds onin 2011. Purchases of available-for-sale securities was mainlydecreased to $2.7 million in 2012 compared with purchases of $91.1 million in 2011.

On November 26, 2012, the Company disposed of 7,795,574 shares of Queenston Mining Inc. for total proceeds of $42.6 million, recording a result$16.5 million gain on sale of available-for-sale securities.

On July 27, 2011, the Company acquired 21,671,827 common shares of Rubicon Minerals Corporation ("Rubicon") for cash consideration of approximately $73.8 million. On June 1, 2012, the Company disposed of 11,000,000 common shares of Rubicon for total proceeds of $30.7 million, recording a $6.7 million loss on sale of available-for-sale securities. After closing the transaction, the Company holds 10,671,827 common shares of Rubicon.

On November 29, 2012, the Company purchased the 5% net smelter returns royalty on the Probe block of the Company's saleGoldex property from Probe for cash consideration of its entire holdings in GoldcorpC$14.0 million. This amount was capitalized to the property, plant and mine development line item of the consolidated balance sheets. Up to an additional C$4.0 million (in cash or common shares that it acquired as a result of Goldcorp's take-over bidthe Company, at the election of Gold Eagle.Probe) may become payable by the Company to Probe if certain production thresholds are achieved on the Probe block of the Goldex property.

        In 2009,On December 12, 2012, the Company declared its 28tha cash dividend payable on March 15, 2013, marking the 31st consecutive annualyear that the Company has paid a cash dividend. The dividend was $0.18 per share, consistent with the dividend paid in 2008. During the first quarter of 2009,2012, the Company paid out its 2008 dividend amounting to $27.1 million.dividends of $118.1 million compared with $98.4 million in 2011. Although the Company expects to continue paying dividends, future dividends will be at the discretion of the Board and will be subject to factors such as income, financial condition and capital requirements. Also in 2009, theThe Company also issued common shares for gross proceeds of $68.5 million. This was a result of the Company's two flow-through share issuances for gross proceeds of $25.9$32.7 million in 2012 due primarily to stock option exercises and issuances under the Company's employee share purchase plan.


        The effect of exchange rate changes on cash and cash equivalents during 2009 resulted in increased cash balances of $4.6 million. This was mainly attributable to the strengthening Canadian dollar and Euro asOn July 24, 2012, the Company holds Canadian dollarclosed a private placement consisting of $200.0 million aggregate principal amount of guaranteed senior unsecured notes due in 2022 and Euro cash balances.

        During2024 (the "2012 Notes") with a weighted average maturity of 11.0 years and weighted average yield of 4.95%. Proceeds from the second quarter of 2009,2012 Notes were used to repay amounts outstanding under the Company amended its $300 millionCompany's 1.2 billion unsecured revolving bank credit facility (the "First Credit Facility") to, among other things, allow forfacility.

On July 20, 2012, the second $300 million unsecured revolvingCompany amended and restated its bank credit facility (the "Second Credit(as so amended, the "Credit Facility" and together with). The total amount available under the First Credit Facility remains unchanged at $1.2 billion; however, the "Credit Facilities")maturity date was extended from June 22, 2016 to be increased to $600 million. The First Credit Facility matures and all indebtedness thereunder is due and payable on January 10, 2013. The Second Credit Facility wasJune 22, 2017. Pricing terms were amended to increase the amounts available from $300 million to $600 million. The Second Credit Facility matures and all indebtedness thereunder is due and payable on June 14, 2012.reflect improved current market conditions. As at December 31, 2009,2012, the Company had drawn $715$30.0 million from its credit facilities.under the Credit Facility. In addition, the amount available under the Credit Facilities areFacility is reduced by outstanding letters of credit drawn under the facility. Letters of Credit outstanding under the Credit FacilitiesFacility, amounting to $1.1 million at December 31, 2009 totalled $22.5 million. Accordingly,2012. Therefore, $1,168.9 million was available for future drawdown under the amount available to be borrowed asCredit Facility at December 31, 2009, was approximately $162.5 million.2012. The Credit Facilities requireFacility requires the Company to maintain specified financial ratios and meet financial condition covenants. These financial condition covenants were met as of December 31, 2009.2012.

The Company entered into a credit agreement on June 26, 2012 with a financial institution relating to a new C$150 million uncommitted letter of credit facility (the "Letter of Credit Facility"). The obligations of the Company under the Letter of Credit Facility are guaranteed by certain of its subsidiaries. The Letter of Credit Facility may be used to support the reclamation obligations or non-financial or performance obligations of the Company or its subsidiaries. As at December 31, 2012, $127.5 million had been drawn under the Letter of Credit Facility.

2012 ANNUAL REPORT            103

Table of Contents


On April 7, 2010, the Company closed a private placement consisting of $600.0 million aggregate principal amount of guaranteed senior unsecured notes due in 2017, 2020 and 2022 (the "2010 Notes") with a weighted average maturity of 9.84 years and weighted average yield of 6.59%. Proceeds from the offering of the 2010 Notes were used to repay amounts under the Company's then outstanding credit facilities.

In June 2009, the Company entered into a C$95 million financial security guarantee issuance agreement with Export Development Canada (the "EDC Facility"). Under the agreement, which matures in June 2014, Export Development Canada agreed to provide guarantees in respect of letters of credit issued on behalf of Agnicothe Company in favour of certain beneficiaries in respect of obligations relating to the Meadowbank Mine.mine. As at December 31, 2009,2012, outstanding letters of credit drawn under the EDC Facility totalled C$60.4 million.totaled nil.

        Subsequent to year-end, on March 19, 2010 the Company announced it had received non-binding commitments from institutional investors in the United States and Canada to purchase in a private placement $600 million of guaranteed senior unsecured notes due in 2017, 2020 and 2022. The Notes are expected to have a weighted average maturity of 9.84 years and weighted average yield of 6.59%. Proceeds from the offering of Notes will be used to repay amounts under the Credit Facilities. Closing of the transaction is expected to occur in April 2010.

Agnico-Eagle's contractual obligations as at December 31, 20092012 are set outdetailed below:

Contractual Obligations
 Total Less than
1 Year
 1-3 Years 4-5 Years More than 5 Years 
 
 (millions)
 

Letter of credit obligations

 $5.1 $ $2.2 $ $2.9 

Reclamation obligations(1)

  134.9  2.0  2.0  5.0  125.9 

Purchase commitments

  61.6  10.0  10.1  6.9  34.6 

Pension obligations(2)

  4.3  0.1  0.5  0.8  2.9 

Capital and operating leases

  58.2  16.0  17.8  13.1  11.3 

Credit Facilities repayment obligations(3)

  715.0    715.0     
            

Total(4)

 $979.1 $28.1 $747.6 $25.8 $177.6 
            

Contractual Obligations  Total  Less than
1 Year
  1-3 Years  4-5 Years  Thereafter 

   (millions of United States dollars)
Letter of credit obligations $2.3 $ $2.3 $ $ 

Reclamation obligations(i)  349.0  16.8  2.8  3.7  325.7 

Purchase commitments  63.6  12.3  19.5  9.5  22.3 

Pension obligations(ii)  4.2  0.1  0.3  0.2  3.6 

Capital and operating leases  35.1  15.5  14.5  1.6  3.5 

Long-term debt repayment obligations(iii)  830.0      145.0  685.0 

Total(iv) $1,284.2 $44.7 $39.4 $160.0 $1,040.1 

Notes:

(1)(i)
Mining operations are subject to environmental regulations whichthat require companies to reclaim and remediate land disturbed by mining operations. The Company has submitted closure plans to the appropriate governmental agencies which estimate the nature, extent and costs of reclamation for each of its mining properties. The estimated undiscounted cash outflows of these reclamation obligations are presented here. These estimated costs are recorded in the Company's consolidated financial statements on a discounted basis in accordance with ASC 410-20 — – Asset Retirement Obligations (Prior authoritative literature: FASB Statement No. 143, "Accounting for Asset Retirement Obligations") and ASC 410-30 – Environmental Obligations. See Note 5(a)6(a) to the audited consolidated financial statements.

(2)(ii)
The Company has Retirement Compensation Arrangement Plansprovides a non-registered supplementary executive retirement defined benefit plan for certain senior officers (the "RCA Plans""Executives Plan") with certain executives.. The RCA Plans provideExecutives Plan provides pension benefits to the executivescertain senior officers equal to 2% of the executive'stheir final three-year average pensionable earnings for each year of service with the Company, less the annual pension payable under the Company's basic defined contribution pension plan. Payments under the RCA PlansExecutives Plan are secured by letter of credit from a Canadian chartered bank. The figures presented in this table have been actuarially determined.

(3)(iii)
For the purposes of the Company's obligations to repay amounts outstanding under its Credit Facilities,Facility, the Company has assumed that the indebtedness will be repaid at theits current expiry date of the relevant Credit Facility.date.

(4)(iv)
The Company's estimated future positive cash flows are expected to be sufficient to satisfy the obligations set outdetailed above.

Off-Balance Sheet Arrangements

The Company has the followingCompany's off-balance sheet arrangements:arrangements include operating leases (as disclosed above)of $7.6 million (see Note 13(b) to the consolidated financial statements) and $85.3 million of outstanding letters of credit for environmental and site restoration costs, custom credits, government grants and other general corporate purposes of $147.3 million of (see Note 12 to the Consolidated Financial Statements)consolidated financial statements). If the Company were to terminate these off-balance sheet arrangements, the penalties or obligations would be insignificant based on the Company's liquidity position, as outlined in the table below.

104            AGNICO-EAGLE MINES LIMITED

Table of Contents


20102013 Liquidity and Capital Resources Analysis

The Company believes that it has sufficient capital resources to satisfy its 20102013 mandatory expenditure commitments (including futurethe contractual obligations set outdetailed above) and discretionary expenditure commitments. The following table sets outdetails expected future capital requirements and resources for 2010 (without giving effect to the offering of Notes):2013:

   Amount 
  
   (millions of
United States dollars)
 
2013 Mandatory Commitments:    

Contractual obligations (from table above) $44.7 

Dividends payable (declared in December 2012)  37.9 

Total 2013 mandatory expenditure commitments $82.6 


2013 Discretionary Commitments:

 

 

 

 

Budgeted capital expenditures $596.0 

Dividends payable (undeclared)  113.7 

Total 2013 discretionary expenditure commitments $709.7 

Total 2013 mandatory and discretionary expenditure commitments $792.3 


2013 Capital Resources:

 

 

 

 

Cash, cash equivalents and short term investments (at December 31, 2012) $306.6 

Budgeted 2013 cash provided by operating activities  729.4 

Working capital, excluding cash, cash equivalents and short-term investments (at December 31, 2012)  320.0 

Available under the Credit Facility  1,168.9 

Total 2013 Capital Resources $2,524.9 

 
 Amount
(millions)
 

2010 Mandatory Commitments:

    

Contractual obligations (from table above)

 $28 

Dividend payable (declared in 2009)

  27 
    

Total 2010 mandatory expenditure commitments

 $55 
    

2010 Discretionary Commitments:

    

Budgeted capital expenditures

 $478 
    

Total 2010 mandatory and discretionary expenditure commitments

 $533 
    

2010 Capital Resources:

    

Cash, cash equivalents and short term investments (at December 31, 2009)

 $164 

Estimated 2010 operating cash flow

  518 

Working capital (at December 31, 2009) (excluding cash, cash equivalents and short-term investments)

  250 

Available under the Credit Facilities

  163 
    

Total 2010 Capital Resources

 $1,095 
    

While the Company believes its capital resources will be sufficient to satisfy all 20102013 commitments (mandatory and discretionary), if extremely negative financial circumstances arise in the future, the Company may choose to decrease certain of its discretionary expenditure commitments, which includes its construction projectscertain capital expenditures and future dividends.undeclared dividends, should unexpected financial circumstances arise in the future.

Outlook

The following section contains "forward-looking statements" and "forward-looking information" within the meaning of applicable securities laws. Please see "Preliminary Note  Forward-Looking Information" for a discussion of assumptions and risks relating to such statements and information.

Gold Production Growth

LaRonde Mine Extension

In 2010,2013, payable gold production at the LaRonde Minemine is expected to declinebe approximately 177,000 ounces. Over the 2013 to 2015 period, annual average payable gold production at the LaRonde mine is expected to be approximately 180,000 ounces, as214,000 ounces. Challenges associated with heat and congestion in the LaRonde mine extension, which achieved commercial production on December 1, 2011, have delayed the ramp up of production. Despite these challenges, overall gold gradesproduction and throughput are scheduledexpected to decline until 2011 whenremain unchanged over the deeper orelife of the LaRonde Mine extension is accessed. mine.

Total cash costs per ounce of gold produced at the LaRonde Mine in 2010mine are expected to be approximately $220$650 in 2013 compared with $569 in 2012, reflecting expectations of lower grades and lower metal prices for the assumption of significantly lower zinc pricesmine's byproducts going forward. However, depending on prevailing byproduct prices over the next several years, the potential exists to

        Over2012 ANNUAL REPORT            105

Table of Contents



extend the 2011life of the upper mine by mining lower grade (predominantly zinc) ore that becomes economic. The effect of this would likely be lower total cash costs per ounce due to 2023 period, annual averagethe byproduct metal revenue.

Goldex Mine Project

The Goldex mine is expected to commence production from the M and E Zones in the second quarter of 2014. In 2014, payable gold production at the Goldex mine project is expected to be 314,000approximately 49,000 ounces.


Annual average payable gold production at the Goldex Mine

        The Goldex Minemine project is anticipatedexpected to producebe approximately 164,00080,000 ounces of gold in 2009 at estimated total cash costs per ounce of approximately $318. This compares favourably with the total cash costs per ounce incurred in 2009 and in 2008 as the mine continues to increase efficiencies since it achieved commercial production in August 2008.

        In 2009, the Company completed its feasibility study of increasing the production rate from 6,900 tonnes per day to 8,000 tonnes per day with positive results. This project requires additions primarily to the crushing circuit with minor additions to the mining fleet. Installation of the permanent surface crusher is complete and the increased mining rate is expected to be realized in early 2011 as the underground mining advances enough to support the higher rate. As a result of this expansion, additional production of 20,000 ounces of gold per year is expected to start in late 2011. The expansion project has an estimated total capital cost of $10 million.

        Over the period of 2010 through 2017, annual average gold productionproduced of approximately 160,000 ounces is expected. During 2010, exploration activities will focus on resource to reserve conversion and mineralization to the west, east and at depth of the current resource envelope.

Kittila Mine

        The Kittila Mine will have its first full year of commercial production in 2010. The$900 over a mine is expected to produce approximately 147,100 ounces of gold in 2010 at estimated total cash costs per ouncelife of approximately $502. Overthree to four years. Exploration on several other satellite zones, including the period of 2010deeper D Zone, has the potential to 2023, annual average gold production of approximately 150,000 ounces is expected.

        The 2010 exploration program will continue to focus on resource to reserve conversion, expanding resources below Suuri and Roura sections and along strike. The orebody remains openextend mine life at depth and along strike and new gold zones have been identified to the north of the current Kittila Mine reserves. In addition, due to the increase in gold reserves at the Kittila Mine over the past few years, the Company is continuing to examine options to significantly increase the Kittila production rate up to 300,000 ounces of gold per year.Goldex.

Lapa Mine

        The Lapa Mine achieved commercialPayable gold production in May 2009 and will have its first full year of production in 2010. Gold production during 20102013 is expected to be approximately 115,00097,000 ounces at estimated total cash costs per ounce of gold produced of approximately $506.$840. Over the period of 20102013 to 2015 period, annual average payable gold production of approximately 150,00086,000 ounces is expected. 2014 is expected to be the last full year of payable gold production based on the current mine life. Additional exploration results expected in 2013 could potentially extend the Lapa mine's life.

Kittila Mine

In 2010, exploration activities2013, payable gold production at the Kittila mine is expected to be approximately 165,000 ounces, while annual average payable gold production of approximately 163,333 ounces is expected between 2013 and 2015. Total cash costs per ounce of gold produced are expected to focus on resourcebe approximately $660 in 2013 compared with $565 in 2012 as ore will be processed exclusively from the higher cost underground mine since the open pit mine was fully depleted in the fourth quarter of 2012. Further, a gradual decline in gold grade towards the average reserve grade is expected in 2013.

The Board has approved a capital expansion at the Kittila mine that is expected to reserve conversion with focusresult in a 750 tonne per day throughput capacity increase commencing in the second half of 2015. Current guidance for production at depth and eastthe Kittila mine includes 10,000 ounces of the orebody.payable gold production resulting from this capital expansion.

Pinos Altos Mine

        TheIn 2013, payable gold production at the Pinos Altos Mine achieved commercial production in November 2009 and will have its first full year of production in 2010. Gold production in 2010mine is expected to be approximately 150,000191,000 ounces, including 32,000 ounces from the Creston Mascota deposit. Total cash costs per ounce of gold produced of approximately $300 are expected in 2013 at the Pinos Altos mine, including the Creston Mascota deposit. Between 2013 and 2015, payable gold production is expected to average 152,000 ounces annually at the Pinos Altos mine and 46,333 ounces annually at the Creston Mascota deposit.

An increase in payable gold production is expected at the Pinos Altos mine in 2015 due to increased mill throughput from the completion of the underground shaft project.

Commercial production at the Creston Mascota deposit heap leach operation was achieved in March 2011. On September 30, 2012, a movement of leached ore from the upper lifts of the Creston Mascota deposit phase one leach pad was observed and active leaching was suspended. During the fourth quarter of 2012, further assessment suggested that the integrity of the phase one leach pad liner had been compromised by the September 30, 2012 event and further leaching on the phase one leach pad is not expected as a result. The Company expects production to commence from the Creston Mascota deposit phase two leach pad in the second quarter of 2013. Payable gold production forecasts reflect a buildup of inventory on the phase two leach pad and a related ramp up in production in 2013, with steady state operations commencing in 2014.

Meadowbank Mine

In 2013, payable gold production at the Meadowbank mine is expected to be approximately 360,000 ounces at estimated total cash costs per ounce of gold produced of approximately $401. Over the period of 2010 to 2028, the$985. The Meadowbank mine (including production from the Creston Mascota deposit) is expected to produce an average of 170,000359,000 ounces of payable gold production per year.year between 2013 and 2015.

        Site clearing, basic engineeringThe Meadowbank mine experienced a number of start-up issues during its first two years. However, forecasted annual payable gold production has increased significantly as a result of improved operating performance achieved in 2012. The Company expects mill throughput of approximately 11,000 tonnes per day to be sustainable and earlyhas extended the expected Meadowbank mine life to 2018.

106            AGNICO-EAGLE MINES LIMITED

Table of Contents


La India Mine Project

The Board approved the construction activities commenced atand development of the Creston Mascota depositLa India mine project in 2009 and will continue throughout 2010. Commercial production from Creston Mascota depositSeptember 2012. The La India mine project is expected to be achievedcommence operations in the firstsecond quarter of 2011.

2014. In 2010, studies are anticipated regarding the development of several other satellite deposits on the Pinos Altos concession package including the Sinter, Cubiro and San Eligio zones. Exploration activities in 2010 will focus on conversion of current2014, payable gold resources to reserves.

Meadowbank Mine

        Constructionproduction at the Meadowbank Mine continued through the first few months of 2010 with commercial production anticipated in the first quarter of 2010. Gold production in 2010La India mine project is expected to be approximately 300,00040,000 ounces. Annual average payable gold production at the La India mine project is expected to be approximately 90,000 ounces at estimated total cash costs per ounce of gold produced of approximately $460. The$500 over a mine is expected to produce



an averagelife of 350,000 ounces of gold per year from 2010 to 2018. The 2010 production forecast includes a contingency for an extended commissioning period of three months.

        A scoping study was initiated in 2008 to assess the feasibility of increasing of the proposed production rate from 8,500 tonnes per day to 10,000 tonnes per day. Results of the study are expected in 2010. In addition, the exploration program in 2010 will continue to focus on resource to reserve conversion and expansion of resources and reserves at the Vault, Goose South and Portage deposits.approximately nine years.

Growth Summary

With the achievement of commercial production of the Goldex Mine in 2008Kittila, Lapa and the Kittila Mine, the Lapa Mine and the Pinos Altos Mine all achieving commercial productionmines in 2009, the Meadowbank mine in March 2010, and the Creston Mascota deposit and LaRonde mine extension in 2011, Agnico-Eagle has transformed from a one mine operation to a five mine company over the last four years, resulting in record annual payable gold production of 1,043,811 ounces in 2012. As the Company believescontinues its next growth phase from this expanded production platform, it is deliveringexpects to continue to deliver on its vision and growth strategy. In 2009,Annual payable gold production increased significantly by 78% from 2008 levelsis expected to 492,972 ounces and in 2010 the Company is anticipating total gold production to more then doubleincrease to approximately 1.1 million ounces. Based on exploration results to date and planned exploration programs1,207,000 ounces in 2010, the2015, representing a 16% increase compared with 2012. The Company believes it is well positioned to potentially have several five million ounce gold deposits. The Company's goal is to increase gold reserves from its existing portfolio of mines and development projects, reaching 20 million to 21 million ounces by year-end 2010. Further internal growth opportunities are expected to add to production post-2010. In summary, the Company anticipatesexpects that the main contributors to the targeted increaseincreases in payable gold production, gold reserves and increases to gold resources are likely to be:will include:

    Continued conversion of Agnico-Eagle's current gold resources to reservesreserves.

    Depth extension ofIncreased production from the main Suuri and Roura zones at Kittilahigher grade orebody in the LaRonde mine extension.

    New gold zones toThe commencement of operations at the north ofGoldex mine project's M and E Zones and the Kittila reservesLa India mine project in 2014.

    Extension at depth and along strike at Goose Island and Goose South at Meadowbank

    Extensions at depth at Santo Nino, andThe commencement of operations from the Sinter, Cubiro and San Eligio zones at Pinos AltosCreston Mascota deposit phase two leach pad in 2013.

Financial Outlook

Mining Revenue and Production Costs

In 2010,2013, the Company expects to continue to generate strong cash flow aswith payable gold production volumes will increase significantlybetween 970,000 and 1,010,000 ounces, down from 1,043,811 ounces in 2012 due primarily to relatively steady productionmine sequencing and the temporary suspension of heap leach operations at the LaRonde and Goldex Mines, the Kittila,Creston Mascota deposit at Pinos Altos and the Lapa Mines ramping up to designed capacity and the Meadowbank Mine achieving commercial production. Metal prices will have a large impact on financial results and, although the Company cannot predict the prices that will be realized in 2010, gold prices in early 2010 (to March 22, 2010) have remained strong. On March 22, 2010, the gold spot price closed at $1,097.25 per ounce.effective October 1, 2012.

        In addition, the Meadowbank Mine is expected to achieve commercial production in the first quarter of 2010.

The table below sets outdetails actual payable production for 2009in 2012 and estimated payable production in 2010.2013.

  2013 Estimate 2012 Actual 
  
Gold (ounces) 970,000 - 1,010,000 1,043,811 

Silver (thousands of ounces) 4,300 4,646 

Zinc (tonnes) 23,000 38,637 

Copper (tonnes) 4,900 4,126 

 
 2010 Estimate 2009 Actual 

Gold (ounces)

  1,057,200  492,972 

Silver (000s ounces)

  5,342  4,035 

Zinc (tonnes)

  67,133  56,186 

Copper (tonnes)

  5,056  6,671 

        For 2010,In 2013, the Company is expecting total cash costs per ounce at the LaRonde Minemine to be $220$650 compared to $103with $569 in 2009. Net silver, zinc and copper revenue is treated as a reduction of production costs in arriving at2012. In calculating estimates of total cash costs per ounce of gold produced for the LaRonde mine, net silver, zinc and thereforecopper revenue are treated as a reduction to production costs. Therefore, production and price assumptions for thesebyproduct metals play an important role in these estimates for the LaRonde Minemine's total cash costs per ounce of gold produced estimate due to its large byproduct production.production relative to the Company's other mines. An increase in byproduct metal prices above forecast levels would result in improved total cash costs per ounce of gold produced for the LaRonde Mine.mine. In addition, the Pinos Altos Minemine contains a significant byproduct silver.amount of silver byproduct.


        TotalIn 2013, total cash costs per ounce of gold produced at the Goldex Mine,Lapa, Kittila, Mine, Lapa Mine, Pinos Altos Mine(including the Creston Mascota deposit) and the Meadowbank Mine in 2010mines are expected to be $318, $502, $506, $401$840, $660, $300 and $460$985, respectively. As production costs at the LaRonde, Mine, Goldex Mine, Lapa Mine and Meadowbank Minemines are or will be denominated mostlyprimarily in Canadian dollars, the production costs at the Kittila Minemine are denominated mostlyprimarily in Euros and thea portion of production costs at the Pinos Altos Minemine are denominated mostly in Mexican pesos, the Canadian dollar/US dollar, Euro/US dollar and Mexican peso/US dollar exchange rates also affectimpact the total cash costs per ounce of gold produced estimates. The foreign exchange rates have been trending favorably for the Company as the US dollar has appreciated relative to these currencies since late 2009.

2012 ANNUAL REPORT            107

Table of Contents


The table below sets outdetails the metal price assumptions and exchange rate assumptions used in deriving the estimated 2013 total cash costs per ounce for 2010of gold produced (production estimates for each metal are shown in the table above) as well as the market average closing prices for each variable for the period of January 1, to2013 through March 22, 2010.12, 2013.

   Cash Cost
Assumptions
  Market
Average
 
  
Silver (per ounce) $34.00 $30.43 

Zinc (per tonne) $2,000 $2,060 

Copper (per tonne) $7,500 $8,003 

C$/US$ exchange rate (C$) $1.00 $1.00 

Euro/US$ exchange rate (Euros) 0.77 0.75 

Mexican peso/US$ exchange rate (Mexican pesos)  13.00  12.70 

 
 Cash Cost
Assumptions
 Market
Average
 

Silver (per ounce)

 $14.00 $16.92 

Zinc (per tonne)

 $1,800 $2,287 

Copper (per tonne)

 $6,100 $7,206 

C$/US$ exchange rate

 $1.1000 $1.0425 

Euro/US$ exchange rate

 $0.7143 $0.7196 

The table below details the estimated approximate sensitivity of the Company's 20102013 estimated total cash costs per ounce and 2010 estimated operating costsof gold produced to a 10% change in the metal price and exchange rate assumptions above follows:assumptions:

Change in variable
 Impact on
total cash
costs
($/oz.)
 

C$/US$

 $37 

Euro/US$

 $7 

Zinc

 $6 

Silver

 $7 

Copper

 $2 

Change in variable(i)  Impact on
Total Cash Costs
per Ounce of
Gold Produced
 

$1 per ounce of Silver $4 

$100 per tonne of Zinc $2 

$200 per tonne of Copper $1 

1% C$/US$ $7 

1% Euro/US$ $1 

1% Mexican peso/US$ $1 

Note:

(i)
The sensitivities presented are based on the payable production, metal price and priceexchange rate assumptions set outdetailed above. Operating costs are not affectedimpacted by fluctuations in byproduct metalsmetal prices. The Company may use derivative strategies to limit the downside risk associated with fluctuating byproduct metalsmetal prices and enters into forward contracts to lock in exchange rates based on projected Canadian dollar, Euro and Mexican peso operating and capital needs. Please see "Item 11 Quantitative and Qualitative Disclosures Aboutabout Market Risk – Risk Profile – Metal Price and Foreign Currency" and "Item 11 Quantitative and Qualitative Disclosures About Market Risk — Derivatives""Risk Profile – Financial Instruments". Please see " —"– Results of Operations  Production Costs" above for a discussion aboutdisclosure regarding the use of the non-US GAAP financial measure total cash costs per ounce.ounce of gold produced.

108            AGNICO-EAGLE MINES LIMITED

Table of Contents


Exploration and Corporate Development Expense

In 2010,2013, Agnico-Eagle expects to incur expenditures of $39$92.0 million on grassrootsminesite and advanced project exploration, greenfield exploration and corporate development comprised mostlydevelopment. Approximately $21.0 million is expected to be spent on greenfield exploration outside of grassroots explorationthe Company's currently contemplated mining areas in Canada, Latin America, Finland and the United States outside of the Company's currently contemplated mining areas.States. Exploration is success driven and thus these estimates could change materially based on the success of the various exploration programs. In addition, whenWhen it is determined that a mining property can be economically developed as a result of established proven and probable reserves, the costs of explorationdrilling and development to further delineate the ore body on such a property are capitalized. In 2010,2013, the Company expects to capitalize $37$38.0 million on explorationdrilling and development related to further delineating ore bodies and converting resources into reserves.

Other Expenses

Cash general and administrative expenses are not expected to increase materiallysignificantly in 2010, however2013. However, non-cash variances from budget may occur as a result of variances in the Black-Scholes pricing of any stock options granted by the



Company in 2010. In 2010, provincial2013. Provincial capital taxes aretax expense is expected to be substantially lowernil in 2010 than in 2009 since2013 due to the elimination of the Ontario provincial capital tax will be eliminated on July 1, 2010 whileand the elimination of the Quebec capital tax will be eliminated at the end of 2010. Amortization of property, plant and mine development is expected to beincrease to approximately $164$293.1 million mainly due to the first full year amortization of the Kittila, Lapa and Pinos Altos Mines and additional amortization relating to the Meadowbank Mine as it achieves commercial production.in 2013 compared with $271.9 million in 2012. Interest expense in 2010 is expected to bedecrease to approximately $30$55.1 million in 2013 compared with $57.9 million in 2012 due primarily to decreased amounts drawn under the drawdown of its aggregate $900 million Credit Facilities.Facility, offset partially by amounts owing on the 2012 Notes. The Company's effective tax rate is expected to be 40%approximately 34.6% in 20102013 compared towith an effective rate of 19.9% realized28.5% in 2009.2012. The lower2012 effective tax rate in 2009 was due toresulted from the factors mentioneddetailed in " —"– Results of Operations  Income and Mining Taxes" above.

Capital Expenditures

Agnico-Eagle's gold growth program remains well funded. Capital expenditures, including all costs for construction and development costs, sustaining capital and capitalized exploration costs, are expected to total approximately $478$596.0 million in 2010. During 2010,2013. In 2013, the Company expects to generate internal cash flow from the sale of 1.0 to 1.1 million ounces ofits gold production and the associated byproduct metals. The breakdownSignificant components of the 2009expected 2013 capital expenditures program is as follows:include the following:

    $67357.0 million in capitalcapitalized development expenditures relatedrelating primarily to constructionthe La India mine project ($92.0 million), Goldex mine project ($63.0 million), Meliadine project ($59.0 million), Meadowbank mine ($39.0 million), Kittila mine ($34.0 million) and development at the LaRonde Mine extension;Pinos Altos mine ($33.0 million);

    $29201.0 million in sustaining capital expenditures relatedrelating to the LaRonde Mine;

    $54 million in capital expenditures related to constructionmine ($61.0 million), Meadowbank mine ($40.0 million), Kittila mine ($39.0 million), Pinos Altos mine ($29.0 million), Lapa mine ($19.0 million) and development at the Creston Mascota deposit at the PinoPinos Altos Mine;($13.0 million); and

    $38 million in sustaining capital expenditures related to the Pinos Altos Mine;

    $59 million in sustaining capital expenditures related to the Kittila Mine;

    $14 million in sustaining capital expenditures related to the Goldex Mine;

    $5238.0 million in capitalized commissioning costs related to the Meadowbank Mine;

    $99 million in sustaining capital expenditures related to the Meadowbank Mine;

    $29 million in sustaining capital expenditures related to the Lapa Mine; and

    $37 million in capitalized exploration expenditures.drilling expenditures;

The Company continues to examine other possible corporate development opportunities which may result in the acquisition of companies, or assets with securities, cash or a combination thereof. If cash is used depending on the size of the acquisition,to fund acquisitions, Agnico-Eagle may be required to borrow moneyissue debt or issue securities to fund suchsatisfy cash requirements.

Outstanding Securities

The following table sets outdetails the maximum number of common shares that would be outstanding if all dilutive instruments outstanding at March 22, 201012, 2013 were exercised:

Common shares outstanding at March 22, 2010

12, 2013
 156,714,381172,501,169 


Employee stock options

 8,395,64511,750,991 


Warrants

 8,600,000 

173,710,026
  192,852,160 

2012 ANNUAL REPORT            109

Table of Contents


Critical Accounting Estimates

The preparation of the consolidated financial statements in accordance with US GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. The Company evaluates the estimates periodically, including those relating to trade receivables,



inventories, futuredeferred tax assets and liabilities, mining properties, goodwill and asset retirement obligations. In making judgments about the carrying value of assets and liabilities, the Company uses estimates based on historical experience and various assumptions that are considered reasonable in the circumstances. Actual results may differ from these estimates.

The Company believes the following critical accounting policies relate to its more significant judgments and estimates used in the preparation of its consolidated financial statements. Management has discussed the development and selection of the following critical accounting policies with the Audit Committee of the Board and the Audit Committeewhich has reviewed the Company's disclosure in this Form 20-F.

Mining Properties, Plant and Equipment and Mine Development Costs

Significant payments related to the acquisition of land and mineral rights are capitalized as mining properties at cost. If a mineable ore body is discovered, such costs are amortized to income when production begins, using the unit-of-production method, based on estimated proven and probable reserves. If no mineable ore body is discovered, such costs are expensed in the period in which it is determined the property has no future economic value.

Expenditures for new facilities and improvements that can extend the useful lives of existing facilities are capitalized as plant and equipment at cost. Interest costs incurred for the construction of projects are capitalized.

Mine development costs incurred after the commencement of production are capitalized or deferred to the extent that these costs benefit the mining of the entire ore body. Costs incurred to access single ore blocks are expensed as incurred; otherwise, such vertical and horizontal development is classified as mine development costs.

Agnico-Eagle records depreciationamortization on both plant and equipment and mine development costs used in commercial production on a unit-of-production basis based on the estimated tonnage of proven and probable oremineral reserves of the mine. The unit-of-production method defines the denominator as the total proven and probable tonnes of reserves.

Repairs and maintenance expenditures are charged to income as production costs. Assets under construction are not depreciated until the end of the construction period. Upon commencementachievement of commercial production, the capitalized construction costs are transferred to the various categoriesappropriate category of plant and equipment.

Mineral exploration costs are charged to income in the year in which they are incurred. When it is determined that a mining property can be economically developed as a result of established proven and probable reserves, the costs of further explorationdrilling and development to further delineate the ore body on such property are capitalized. The establishment of proven and probable reserves is based on results of final feasibility studies, whichthat indicate whether a property is economically feasible. Upon commencement of the commercial production of a development project, these costs are transferred to the appropriate asset category and are amortized to income using the unit-of-production method mentioneddescribed above. Mine development costs, net of salvage values, relating to a property whichthat is abandoned or considered uneconomic for the foreseeable future are written off.

The carrying values of mining properties, plant and equipment and mine development costs are periodically reviewed periodically,for possible impairment, when impairment factors exist, for possible impairment, based on the future undiscounted net cash flows of the operating mine or development property. If it is determined that the estimated net recoverable amount is less than the carrying value, then a write down to the estimated fair value amount is made with a charge to income. Estimated future cash flows of an operating mine and development properties include estimates of recoverable ounces of gold based on the proven and probable mineral reserves. To the extent that economic value exists beyond the proven and probable mineral reserves of an operating mine or development property, this value is included as part of the estimated future cash flows. Estimated future cash flows also involve estimates regarding metal prices (considering current and historical prices, price trends and related factors), production levels, capital and reclamation costs, and related income and mining taxes, all based on detailed engineering life-of-mine plans. Cash flows are subject to risks and uncertainties and changes in the estimates of the cash flows may affect the recoverability of long-lived assets.


110            AGNICO-EAGLE MINES LIMITED

Table of Contents


Goodwill

Business combinations are accounted for using the purchase method whereby assets acquired and liabilities assumed are recorded at their fair values as of the date of acquisition and any excess of the purchase price over such fair values is recorded as goodwill. Goodwill is not amortized.

The Company performs goodwill impairment tests on an annual basis as well as when events and circumstances indicate that the carrying amounts may no longer be recoverable. In performing the impairment tests, the Company estimates the fair values of its reporting units that include goodwill and compares those fair values to the reporting units' carrying amounts. If a reporting unit's carrying amount exceeds its fair value, the Company compares the implied fair value of the reporting unit's goodwill to the carrying amount, and any excess of the carrying amount of goodwill over the implied fair value is charged to income.

At December 31, 2012, the Company concluded that it did not have any reporting units that were at risk of failing the Step 1 goodwill impairment test under ASC 350 – Intangibles – Goodwill and Other.

Revenue Recognition

Revenue is recognized when the following conditions are met:

    (a)
    persuasive evidence of an arrangement to purchase exists;

    (b)
    the price is determinable;

    (c)
    the product has been delivered; and

    (d)
    collection of the sales price is reasonably assured.

Revenue from gold and silver in the form of dore bars is recorded when the refined gold and silver is sold and delivered to the customer. Generally, all the gold and silver in the form of dore bars recovered in the Company's milling process is sold in the period in which it is produced.

Under the terms of the Company's concentrate sales contracts with third-party smelters, final prices for the gold, silver, zinc, copper and leadmetals contained in the concentrate are setdetermined based on the prevailing spot market metal prices on a specified future date, which is based on the date that the concentrate is delivered to the smelter. Agnico-EagleThe Company records revenues under these contracts based on forward prices at the time of delivery, which is when transfer of legal title to concentrate passes to the third-party smelters. The terms of the contracts result in differences between the recorded estimated price at delivery and the final settlement price. These differences are adjusted through revenue at each subsequent financial statement date.

Revenues from mining operations consist of gold revenues, net of smelting, refining, transportation and other marketing charges. Revenues from byproduct metals sales are shown net of smelter charges as part of revenues from mining operations.

Reclamation Costs

On an annual basis, the Company assesses cost estimates and other assumptions used in the valuation of Asset Retirement Obligationsasset retirement obligations ("ARO"AROs") at each of its mineral properties to reflect events, changes in circumstances and new information available. Changes in these cost estimates and assumptions have a corresponding impact on the fair value of the ARO.AROs. For closed mines, any change in the fair value of AROs results in a corresponding charge or credit within other expense, whereas at operating mines the charge is recorded as an adjustment to the carrying amount of the corresponding asset The Company did not record any adjustments for changes in estimates of the AROs at our operating mines in 2009. asset.

AROs arise from the acquisition, development, construction and normal operation of mining property,properties and plant and equipment due to government controls and regulations that protect the environment on the closure and reclamation of mining properties. The major parts of the carrying amount of AROs relate toto: tailings and heap leach pad closure/closure and rehabilitation; demolition of buildings/buildings and mine facilities; ongoing water treatment; and ongoing care and maintenance of closed mines. The fair values of AROs are measured by discounting the expected cash flows using a discount factor that reflects the credit-adjusted risk-free rate of interest. The Company prepares estimates of the timing and amount of expected cash flows when an ARO is incurred. Expected cash flows are updated to reflect changes in facts and circumstances. The principal factors that can cause expected cash flows to change are: the construction of new processing facilities; changes in the quantities of material in reserves and a corresponding change in the life of mine plan; changing ore characteristics that impact required environmental protection measures and related costs; changes in water quality that impact the extent of water treatment required; and changes in laws and regulations governing the protection of the environment. When expected cash flows increase, the revised cash flows are discounted using a current discount

2012 ANNUAL REPORT            111

Table of Contents



factor, whereas when expected cash flows decrease, the reduced cash flows are discounted using the historical discount factor used in the original estimation of the expected cash flows, and then in both casesflows. In either case, any change in the fair value of the ARO is recorded. Agnico-Eagle records the fair value of an ARO when it is incurred. AROs are adjusted to reflect the passage of time (accretion), which is calculated by applying the discount factor implicit in the initial fair value measurement to the beginning-of-period carrying amount of the AROs. For producing mines, accretion expense is recorded in the cost of goods sold each period. Upon settlement of an ARO, Agnico-Eagle records a gain or loss if the actual cost differs from the carrying amount of the ARO. Settlement gains/losses are recorded in income.

Environmental remediation liabilities ("ERLs") are differentiated from AROs in that they do not arise from environmental contamination in the normal operation of a long-lived asset or from a legal obligation to treat environmental contamination resulting from the acquisition, construction or development of a long-lived asset.

The Company is required to recognize a liability for obligations associated with ERLs arising from past acts. ERL fair value is measured by discounting the expected related cash flows using a discount factor that reflects the credit-adjusted risk-free rate of interest. The Company prepares estimates of the timing and amount of expected cash flows when an ERL is incurred. On an annual basis, the Company assesses cost estimates and other (income) expense. assumptions used in the valuation of ERLs to reflect events, changes in circumstances and new information available. Changes in these cost estimates and assumptions have a corresponding impact on the fair value of the ERL. Any change in the fair value of ERLs results in a corresponding charge or credit to income. Upon settlement of an ERL, Agnico-Eagle records a gain or loss if the actual cost differs from the carrying amount of the ARO. Settlement gains/losses are recorded in income.

Other environmental remediation costs that are not AROs or environmental remediation liabilities as defined by ASC 410 — Asset



Retirement and Environmental Obligations (Prior authoritative literature: FASB Statement No. 143, Accounting for 410-20 – Asset Retirement Obligations)Obligations and 410-30 – Environmental Obligations, respectively, are expensed as incurred.

Future Tax AssetsIncome and LiabilitiesMining Taxes

Agnico-Eagle follows the liability method of tax allocation for accounting for income taxes. Under this method of tax allocation, futuredeferred income and mining tax bases of assets and liabilities are measured using the enacted tax rates and laws expected to be in effect when the differences are expected to reverse.

The Company's operations involve dealing with uncertainties and judgments in the application of complex tax regulations in multiple jurisdictions. The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions and resolution of disputes arising from federal, provincial, state and international tax audits. The Company recognizes the effect of uncertain tax positions and records tax liabilities for anticipated tax audit issues in Canada and other tax jurisdictions where it is more likely than not based on technical merits that the position would not be sustained. The Company recognizes the amount of any tax benefits that have greater than 50 percent likelihood of being ultimately realized upon settlement. At January 1, 2007, the Company adopted guidance for accounting for uncertainty in income taxes to record these liabilities.

Changes in judgment related to the expected ultimate resolution of uncertain tax positions are recognized in the year of such change. Accrued interest and penalties related to unrecognized tax benefits are recorded in income tax expense in the current year. The Company adjusts these reserves in light of changing facts and circumstances; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the Company's current estimate of the tax liabilities. If the Company's estimate of tax liabilities proves to be less than the ultimate assessment, an additional charge to expense would result. If the estimate of tax liabilities proves to be greater than the ultimate assessment, a tax benefit would result.

        On December 12, 2008,During the second quarter of 2010, the Company executed a Canadian federal taxthe newly enacted Quebec foreign currency election to commence using the USU.S. dollar as its functional currency for federal CanadianQuebec income tax purposes. As the related tax legislation was enacted in the firstsecond quarter of 2009,2010, this election applies to taxation years ended on or after December 31, 2008 and subsequent.2008. This election resulted in a deferred tax benefit of $21.0$21.8 million for the periodyear ended December 31, 2009.2010.

Financial Instruments

Agnico-Eagle uses derivative financial instruments, primarily option and forward contracts, to manage exposure to fluctuations of byproduct metal prices, interest rates and foreign currency exchange rates.rates and may use such means to manage exposure to certain input costs. Agnico-Eagle does not hold financial instruments or derivative financial instruments for trading purposes.

The Company recognizes all derivative financial instruments in the consolidated financial statements at fair value regardless of the purpose or intent for holding the instrument. Changes in the fair value of derivative financial instruments

112            AGNICO-EAGLE MINES LIMITED

Table of Contents



are either recognized periodically in the consolidated statements of income (loss) and comprehensive income (loss) or in shareholders' equity as a component of accumulated other comprehensive income (loss),loss, depending on the nature of the derivative financial instrument and whether it qualifies for hedge accounting. Financial instruments designated as hedges are tested for effectiveness on a quarterly basis. Gains and losses on those contracts that are proven to be effective are reported as a component of the related transaction.

Stock-Based Compensation

The Company's Employee Stock Option Plan (the "Stock Option Plan") provides for the granting of options to directors, officers, employees and service providers to purchase common shares. Options have exercise prices equal to market price on the day prior to the date of grant. The fair value of these options is recognized in the consolidated statementstatements of income (loss) and comprehensive income (loss) or in the consolidated balance sheetsheets if capitalized as part of property, plant and mine development over the applicable vesting period as a compensation cost. Any consideration paid by employees on exercise of options or purchase of common shares is credited to share capital.


Fair value is determined using the Black-Scholes option valuation model which requires the Company to estimate the expected volatility of the Company's share price and the expected life of the stock options. Limitations with existing option valuation models and the inherent difficulties associated with estimating these variables create difficulties in determining a reliable single measure of the fair value of stock option grants. The dilutive impact of stock option grants is factored into the Company's reported diluted net income (loss) per share.

Commercial Production

The Company assesses each mine construction project to determine when a mine moves into the production stage. The criteria used to assess the start date are determined based on the nature of each mine construction project, such as the complexity of a plant and its location. The Company considers various relevant criteria to assess when the mine is substantially complete and ready for its intended use and moved into the production stage. The criteria considered include: (1) the completion of a reasonable period of testing of mine plant and equipment; (2) the ability to produce minerals in saleable form (within specifications); and (3) the ability to sustain ongoing production of minerals. When a mine construction project moves into the production stage, the capitalization of certain mine construction costs ceases and costs are either capitalized to inventoryinventories or expensed, except for sustaining capital costs related to property,mining properties, plant and equipment and undergroundor mine development or reserve development.

Stripping Costs

Pre-production stripping costs are capitalized until an "other thande minimis"minimis" level of mineral is produced, after which time such costs are either capitalized to inventory or expensed. The Company considers various relevant criteria to assess when an "other thande minimis"minimis" level of mineral is produced. The criteria considered include: (1) the number of ounces mined compared to total ounces in mineral reserves; (2) the quantity of ore mined compared to the total quantity of ore expected to be mined over the life of the mine; (3) the current stripping ratio compared to the expected stripping ratio over the life of the mine; and (4) the ore grade compared to the expected ore grade over the life of the mine. Please refer to notes (iii) and (iv) of the "Reconciliation of Production Costs to Total Cash Costs per Ounce of Gold Produced by Mine" section for a discussion of stripping costs with regards to "cash costs".

Recently Issued Accounting Pronouncements and Developments

Under the SEC Staff Accounting Bulletin 74, the Company is required to disclose information related to new accounting standards that have not yet been adopted. The CompanyAgnico-Eagle is currently evaluating the impact that the adoption of these statements will have on the Company's consolidated financial position, results of operations and disclosures.statements.

Variable Interest EntitiesDisclosure about Offsetting Assets and Liabilities

In June 2009, theNovember 2011, ASC guidance for consolidation accounting was updatedissued relating to require an entity to perform a qualitative analysis to determine whetherdisclosure on offsetting financial instrument and derivative financial instrument assets and liabilities. Under the enterprise's variable interest gives it a controlling financial interest in a VIE. This analysis identifies a primary beneficiary of a VIE as the entity that has both of the following characteristics:

    (i)
    The power to direct the activities of a VIE that most significantly impact the entity's economic performance and

    (ii)
    The obligation to absorb losses or receive benefits from the entity that could potentially be significant to the VIE.

The updated guidance, also requires ongoing reassessments ofentities are required to disclose gross information and net information about both instruments and transactions eligible for offset in the primary beneficiary ofconsolidated balance sheets and instruments and transactions subject to an agreement similar to a VIE.master netting arrangement. The updated guidanceupdate is effective for the Company's fiscal year beginning January 1, 2010.2013. Agnico-Eagle is evaluating the potential impact of the adoption of this guidance may have on the Company's consolidated financial statements.

2012 ANNUAL REPORT            113

Table of Contents


Disclosure of Payments by Resource Extraction Issuers

In August 2012, the SEC adopted new rules requiring resource extraction issuers to include in an annual report information relating to any payment, whether a single payment or a series of related payments, that equals or exceeds $100,000 during the most recent fiscal year, made by the issuer, a subsidiary of the issuer or an entity under the control of the issuer, to the United States federal government or a foreign government for the purpose of the commercial development of oil, natural gas, or minerals. Resource extraction issuers will be required to provide information about the type and total amount of such payments made for each project related to the commercial development of oil, natural gas, or minerals, and the type and total amount of payments made to each government. A resource extraction issuer must comply with the new rules and form for fiscal years ending after September 30, 2013, but may provide a partial year report if the issuer's fiscal year began before September 30, 2013. The Company is evaluating the potential impact of adopting this guidance on the Company's consolidated financial position, resultscomplying with these new rules in its 2013 annual disclosure.

Reporting of operations and cash flows.


Fair Value AccountingAmounts Reclassified Out of Accumulated Other Comprehensive Income

In January 2010, theFebruary 2013, ASC guidance for fair value measurements and disclosure was updatedissued relating to require additional disclosures related to:

    (i)
    Transfers in andthe reporting of amounts reclassified out of level 1 and 2 fair value measurements and

    (ii)
    Enhanced detail inaccumulated other comprehensive income. Under the level 3 reconciliation.

        Theupdated guidance, was amendedentities are required to provide clarity about:

    (i)
    information about the amounts reclassified out of accumulated other comprehensive income by component and by consolidated statement of income (loss) line item, as required under US GAAP. The level of disaggregation required for assets and liabilities and

    (ii)
    The disclosures required for inputs and valuation techniques used to measure fair value for both recurring and nonrecurring measurements that fall in either level 2 or level 3.

        The updated guidanceupdate is effective for the Company's fiscal year beginning on January 1, 2010, with the exception of the level 3 disaggregation which is effective for the Company's fiscal year beginning January 1, 2011. The Company2013. Agnico-Eagle is evaluating the potential impact of adoptingthe adoption of this guidance on the Company's consolidated financial position, results of operations and cash flows.statements.

International Financial Reporting Standards

Based on recent announcementsguidance from the Canadian Securities Administrators and the Securities Exchange Commission, it is currently anticipated thatSEC, as a Canadian issuer and existing US GAAP filer, the earliest date at which the Company will continue to be requiredpermitted to use US GAAP as its principal basis of accounting. The SEC has not yet committed to a timeline which would require the Company to adopt International Financial Reporting Standards ("IFRS") as its principal basis of accounting is for the year ending December 31, 2015. Therefore, financial statement comparative figures prepared under. A decision to voluntarily adopt IFRS would be required for fiscal year 2013.

        An IFRS project group and a steering committee has not been established and a high level project plan has been formulated. The implementation of IFRS will be done through three distinct phases:

    (i)
    diagnostics,

    (ii)
    detailed IFRS analysis and conversion, and

    (iii)
    implement IFRS in daily business.

        The first phase is complete and the second phase was started in 2009. A report has been finalized with the primary objective to understand, identify and assess the overall effort requiredmade by the Company to produce financial information in accordance with the IFRS. The key areas for the diagnostics work was to review the 2007 consolidated financial statementsCompany.

114            AGNICO-EAGLE MINES LIMITED

Table of the Company and get a detailed understanding of the differences between IFRS and US GAAP to be able to identify potential system and process changes required as a result of converting to IFRS.Contents




SUMMARIZED QUARTERLY DATA

CONSOLIDATED FINANCIAL DATA
(thousands

   Three Months Ended     
  
     
   March 31,
2012
  June 30,
2012
  September 30,
2012
  December 31,
2012
  Total
2012
  
  
   (thousands of United States dollars, except where noted)
Operating margin                 

Revenues from mining operations $472,934 $459,561 $535,836 $449,383 $1,917,714  

Production costs  215,035  219,906  220,408  242,363  897,712  

Operating margin  257,899  239,655  315,428  207,020  1,020,002  

Operating margin by mine                 

LaRonde mine  63,266  29,342  45,625  35,363  173,596  

Lapa mine  27,677  26,222  25,723  20,755  100,377  

Kittila mine  49,049  31,489  52,655  53,199  186,392  

Pinos Altos mine(i)  69,135  79,887  87,167  61,533  297,722  

Meadowbank mine  48,772  72,715  104,258  36,170  261,915  

Operating margin  257,899  239,655  315,428  207,020  1,020,002  

Amortization of property, plant and mine development  64,553  66,310  68,318  72,680  271,861  

Corporate and other  85,836  96,169  94,763  36,232  313,000  

Income before income and mining taxes  107,510  77,176  152,347  98,108  435,141  

Income and mining taxes  28,962  33,904  46,021  15,338  124,225  

Net income for the period $78,548 $43,272 $106,326 $82,770 $310,916  

Net income per share – basic $0.46 $0.25 $0.62 $0.48 $1.82  

Net income per share – diluted $0.46 $0.25 $0.62 $0.48 $1.81  

Cash flows                 

Cash provided by operating activities $196,497 $194,082 $199,464 $f105,964 $696,007  

Cash used in investing activities $(88,908)$(68,619)$(121,837)$(96,792)$(376,156) 

Cash (used in) provided by financing activities $(132,078)$(29,258)$(55,406)$14,136 $(202,606) 

Realized prices                 

Gold (per ounce) $1,684 $1,602 $1,695 $1,684 $1,667  

Silver (per ounce) $34 $26 $34 $31 $32  

Zinc (per tonne) $2,125 $1,901 $1,836 $1,906 $1,955  

Copper (per tonne) $9,006 $6,455 $9,046 $7,668 $8,083  

2012 ANNUAL REPORT            115

Table of United States dollars, except where noted)Contents


 
 March 31,
2008
 June 30,
2008
 September 30,
2008
 December 31,
2008
 Total
2008
 

Income contribution analysis

                

LaRonde Mine

 $75,483 $39,357 $37,377 $11,939 $164,156 

Goldex Mine

      3,456  14,464  17,920 
            

Operating margin

  75,483  39,357  40,833  26,403  182,076 

Amortization

  7,030  7,516  9,049  12,538  36,133 

Corporate expenses

  17,279  18,488  11,116  3,069  49,952 
            

Income before tax

  51,174  13,353  20,668  10,796  95,991 

Tax provision (recovery)

  22,266  5,006  6,630  (11,078) 22,824 
            

Net income for the period

 $28,908 $8,347 $14,038 $21,874 $73,167 
            

Net income per share — basic

 $0.20 $0.06 $0.10 $0.15 $0.51 

Net income per share — diluted

 $0.20 $0.06 $0.10 $0.15 $0.50 

Cash flows

                

Operating cash flow

 $54,587 $92,792 $20,239 $(46,443)$121,175 

Investing cash flow

 $(121,766)$(274,838)$(260,811)$(260,134)$(917,549)

Financing cash flow

 $5,721 $78,493 $211,843 $262,015 $558,072 

Realized prices

                

Gold (per ounce)

 $1,089 $804 $903 $789 $879 

Silver (per ounce)

 $19.91 $16.56 $13.87 $9.22 $14.92 

Zinc (per tonne)

 $2,530 $1,728 $1,667 $663 $1,745 

Copper (per tonne)

 $10,559 $8,534 $6,732 $(374)$6,220 

Payable production:(1)

                

Gold (ounces)

                
 

LaRonde Mine

  50,892  59,452  51,594  54,270  216,208 
 

Goldex Mine

    8,305  17,159  31,972  57,436 
 

Kittila Mine

        3,118  3,118 
            

  50,892  67,757  68,753  89,360  276,762 
            

Silver (LaRonde Mine) (ounces in thousands)

  1,026  956  1,167  930  4,079 

Zinc (LaRonde Mine) (tonnes)

  19,467  13,863  18,040  14,383  65,753 

Copper (LaRonde Mine) (tonnes)

  1,453  2,165  1,567  1,737  6,922 

Payable metal sold:

                

Gold (ounces)

                
 

LaRonde Mine

  51,595  56,650  48,517  57,391  214,153 
 

Goldex Mine

      13,860  30,588  44,448 
            

  51,595  56,650  62,377  87,979  258,601 
            

Payable production:(ii)                 

Gold (ounces)                 

 LaRonde mine  43,281  40,206  40,477  36,911  160,875  

 Lapa mine  28,499  28,157  24,914  24,621  106,191  

 Kittila mine  46,758  35,228  48,619  45,273  175,878  

 Pinos Altos mine(i)  57,016  63,356  61,973  52,492  234,837  

 Meadowbank mine  79,401  98,403  110,988  77,238  366,030  

   254,955  265,350  286,971  236,535  1,043,811  

Silver (thousands of ounces)                 

 LaRonde mine  690  532  475  547  2,244  

 Pinos Altos mine(i)  507  537  639  628  2,311  

 Meadowbank mine  18  26  26  21  91  

   1,215  1,095  1,140  1,196  4,646  

Zinc (LaRonde mine) (tonnes)  12,978  9,558  7,379  8,722  38,637  

Copper (LaRonde mine) (tonnes)  1,326  1,004  982  814  4,126  

Payable metal sold:                 

Gold (ounces)                 

 LaRonde mine  43,745  39,886  37,466  37,726  158,823  

 Lapa mine  27,897  27,793  24,772  24,309  104,771  

 Kittila mine  44,227  34,476  45,155  46,620  170,478  

 Pinos Altos mine(i)  52,145  66,373  61,265  50,201  229,984  

 Meadowbank mine  74,614  93,299  116,341  79,752  364,006  

   242,628  261,827  284,999  238,608  1,028,062  

Silver (thousands of ounces)                 

 LaRonde mine  718  482  467  566  2,233  

 Pinos Altos mine(i)  493  525  635  583  2,236  

 Meadowbank mine  18  24  26  19  87  

   1,229  1,031  1,128  1,168  4,556  

Zinc (LaRonde mine) (tonnes)  13,032  10,379  10,120  9,073  42,604  

Copper (LaRonde mine) (tonnes)  1,293  1,085  937  800  4,115  

Notes:

(1)(i)
Includes Creston Mascota deposit at Pinos Altos.

(ii)
Payable mineral production meansis the quantity of mineral produced during a period contained in products that are or will be sold by the Company, whether such products are sold during the period or held as inventory at the end of the period.

116            AGNICO-EAGLE MINES LIMITED

Table of Contents


CONSOLIDATED FINANCIAL DATA
(thousands

   Three Months Ended     
  
     
   March 31,
2011
  June 30,
2011
  September 30,
2011
  December 31,
2011
  Total
2011
  
  
   (thousands of United States dollars, except where noted)
Operating margin                 

Revenues from mining operations $412,068 $433,691 $520,537 $455,503 $1,821,799  

Production costs  198,567  212,754  237,190  227,567  876,078  

Operating margin  213,501  220,937  283,347  227,936  945,721  

Operating margin by mine                 

LaRonde mine  48,983  46,017  59,081  34,581  188,662  

Goldex mine  40,333  46,739  48,974  24,677  160,723  

Lapa mine  19,178  27,737  28,286  23,736  98,937  

Kittila mine  27,831  18,934  34,751  33,619  115,135  

Pinos Altos mine(i)  47,259  52,568  65,777  67,111  232,715  

Meadowbank mine  29,917  28,942  46,478  44,212  149,549  

Operating margin  213,501  220,937  283,347  227,936  945,721  

Amortization of property, plant and mine development  61,929  59,235  67,104  73,513  261,781  

Impairment Loss on Meadowbank mine        907,681  907,681  

Loss on Goldex mine      298,183  4,710  302,893  

Corporate and other  74,210  56,936  28,644  92,204  251,994  

Income (loss) before income and mining taxes  77,362  104,766  (110,584) (850,172) (778,628) 

Income and mining taxes  32,098  35,941  (28,970) (248,742) (209,673) 

Net income (loss) for the period $45,264 $68,825 $(81,614)$(601,430)$(568,955) 

Attributed to non-controlling interest $ $ $ $(60)$(60) 

Attributed to common shareholders $45,264 $68,825 $(81,614)$(601,370)$(568,895) 

Net income (loss) per share – basic $0.27 $0.41 $(0.48)$(3.53)$(3.36) 

Net income (loss) per share – diluted $0.26 $0.40 $(0.48)$(3.53)$(3.36) 

Cash flows                 

Cash provided by operating activities $174,766 $162,821 $197,570 $132,028 $667,185  

Cash used in investing activities $(89,956)$(116,173)$(247,772)$(306,583)$(760,484) 

Cash (used in) provided by financing activities $(72,565)$(22,180)$29,106 $244,461 $178,822  

Realized prices                 

Gold (per ounce) $1,400 $1,530 $1,717 $1,640 $1,573  

Silver (per ounce) $36 $39 $37 $27 $34  

Zinc (per tonne) $2,509 $2,257 $2,166 $2,188 $1,892  

Copper (per tonne) $10,027 $8,565 $8,561 $8,510 $7,162  

2012 ANNUAL REPORT            117

Table of United States dollars, except where noted)Contents


 
 March 31,
2009
 June 30,
2009
 September 30,
2009
 December 31,
2009
 Total
2009
 

Income contribution analysis

                

LaRonde Mine

 $37,647 $50,652 $40,276 $59,425 $188,000 

Goldex Mine

 $18,466 $19,107 $16,687 $33,891  88,151 

Kittila Mine

   $3,145 $884 $14,964  18,993 

Lapa Mine

   $(833)$2,751 $8,019  9,937 

Pinos Altos Mine

        2,363  2,363 
            

Operating margin

  56,113  72,071  60,598  118,662  307,444 

Amortization

  12,130  15,470  23,200  21,661  72,461 

Corporate expenses

  14,647  38,016  44,007  30,275  126,945 
            

Income (loss) before tax

  29,336  18,585  (6,609) 66,726  108,038 

Tax provision (recovery)

  (25,005) 17,358  10,357  18,790  21,500 
            

Net income (loss) for the period

 $54,341 $1,227 $(16,966)$47,936 $86,538 
            

Net income (loss) per share — basic

 $0.35 $0.01 $(0.11)$0.31 $0.55 

Net income (loss) per share — diluted

 $0.35 $0.01 $(0.11)$0.30 $0.55 

Cash flows

                

Operating cash flow

 $48,823 $26,369 $(13,787)$53,701 $115,106 

Investing cash flow

 $(155,422)$(155,730)$(136,756)$(139,703)$(587,611)

Financing cash flow

 $216,447 $88,247 $217,590 $37,534 $559,818 

Realized prices

                

Gold (per ounce)

 $969 $962 $939 $1,153 $1,024 

Silver (per ounce)

 $13.53 $14.32 $15.59 $19.17 $15.54 

Zinc (per tonne)

 $1,213 $1,698 $1,932 $2,506 $1,808 

Copper (per tonne)

 $4,110 $5,832 $7,580 $7,469 $6,140 

Payable production:(1)

                

Gold (ounces)

                
 

LaRonde Mine

  51,339  58,034  47,726  46,395  203,494 
 

Goldex Mine

  35,959  35,645  31,169  46,076  148,849 
 

Kittila Mine

  4,514  13,771  18,284  35,269  71,838 
 

Lapa Mine

    11,603  18,409  22,590  52,602 
 

Pinos Altos Mine

      3,175  13,014  16,189 
            

  91,812  119,053  118,763  163,344  492,972 
            

Silver (ounces in thousands)

                
 

LaRonde Mine

  1,029  1,034  995  861  3,919 
 

Pinos Altos Mine

      16  100  116 
            

  1,029  1,034  1,011  961  4,035 

Zinc (LaRonde Mine) (tonnes)

  13,291  14,928  12,516  15,451  56,186 

Copper (LaRonde Mine) (tonnes)

  1,682  2,066  1,400  1,523  6,671 

Payable metal sold:

                

Gold (ounces)

                
 

LaRonde Mine

  53,516  59,608  48,959  42,751  204,834 
 

Goldex Mine

  30,901  33,501  32,572  48,241  145,215 
 

Kittila Mine

    6,780  21,946  30,635  59,361 
 

Lapa Mine

    3,167  14,669  23,885  41,721 
 

Pinos Altos Mine

      594  11,935  12,529 
            

  84,417  103,056  118,740  157,447  463,660 
            

Payable production:(ii)                 

Gold (ounces)                 

 LaRonde mine  36,893  27,525  29,069  30,686  124,173  

 Goldex mine  38,500  41,998  40,224  14,756  135,478  

 Lapa mine  26,914  28,552  27,881  23,721  107,068  

 Kittila mine  40,317  30,811  37,924  34,508  143,560  

 Pinos Altos mine(i)  48,001  51,066  52,739  52,574  204,380  

 Meadowbank mine  61,737  59,376  78,141  71,547  270,801  

   252,362  239,328  265,978  227,792  985,460  

Silver (thousands of ounces)                 

 LaRonde mine  680  736  968  785  3,169  

 Pinos Altos mine(i)  406  452  485  508  1,851  

 Meadowbank mine  13  13  16  18  60  

   1,099  1,201  1,469  1,311  5,080  

Zinc (LaRonde mine) (tonnes)  11,941  14,678  15,684  12,591  54,894  

Copper (LaRonde mine) (tonnes)  817  666  731  1,002  3,216  

Payable metal sold:                 

Gold (ounces)                 

 LaRonde mine  37,459  28,589  26,729  31,342  124,119  

 Goldex mine  41,895  41,564  37,380  20,863  141,702  

 Lapa mine  25,776  29,749  27,955  23,854  107,334  

 Kittila mine  40,698  29,794  36,745  37,769  145,006  

 Pinos Altos mine(i)  45,484  48,847  54,297  55,611  204,239  

 Meadowbank mine  61,928  58,767  74,416  78,579  273,690  

   253,240  237,310  257,522  248,018  996,090  

Silver (thousands of ounces)                 

 LaRonde mine  679  726  901  865  3,171  

 Pinos Altos mine(i)  409  428  475  546  1,858  

 Meadowbank mine  21  14  7  18  60  

   1,109  1,168  1,383  1,429  5,089  

Zinc (LaRonde mine) (tonnes)  8,302  16,649  18,032  11,516  54,499  

Copper (LaRonde mine) (tonnes)  820  658  738  978  3,194  

Notes:

(1)(i)
Includes Creston Mascota deposit at Pinos Altos.

(ii)
Payable mineral production meansis the quantity of mineral produced during a period contained in products that are or will be sold by the Company, whether such products are sold during the period or held as inventory at the end of the period.

118            AGNICO-EAGLE MINES LIMITED

Table of Contents



FIVE YEAR FINANCIAL AND OPERATING SUMMARY


FINANCIAL DATA

   Years Ended December 31,
  
   2012  2011  2010  2009  2008  
  
   (thousands of United States dollars, except where noted)
Revenues from mining operations   $1,917,714   $1,821,799   $1,422,521   $613,762   $368,938  

Interest and sundry (expense) income and other  (6,207) (5,167) 94,879  26,314  (37,465) 

   1,911,507  1,816,632  1,517,400  640,076  331,473  

Other costs and expenses  1,476,366  2,595,260  1,082,197  532,038  235,482  

Income (loss) before income and mining taxes  435,141  (778,628) 435,203  108,038  95,991  

Income and mining taxes  124,225  (209,673) 103,087  21,500  22,824  

Net income (loss) for the year   $310,916   $(568,955)  $332,116   $86,538   $73,167  

Attributed to non-controlling interest   $   $(60)  $   $   $  

Attributed to common shareholders   $310,916   $(568,895)  $332,116   $86,538   $73,167  

Net income (loss) per share – basic   $1.82   $(3.36)  $2.05   $0.55   $0.51  

Net income (loss) per share – diluted   $1.81   $(3.36)  $2.00   $0.55   $0.50  

Cash provided by operating activities   $696,007   $667,185   $487,507   $118,139   $121,175  

Cash used in investing activities   $376,156   $(760,484)  $(523,306)  $(587,611)  $(917,549) 

Cash (used in) provided by financing activities   $(202,606)  $178,822   $(25,982)  $556,785   $558,072  

Cash dividends declared per common share   $1.02   $   $0.64   $0.18   $0.18  

Capital expenditures   $445,550   $482,831   $511,641   $657,175   $908,853  

Average gold price realized ($ per ounce)   $1,667   $1,573   $1,250   $1,024   $879  

Average exchange rate (C$ per $) C$0.9994 C$0.9893 C$1.0301 C$1.1415 C$1.0669  

Weighted average number of common shares outstanding – basic (thousands)  171,250  169,353  162,343  155,942  144,741  

Working capital and Credit Facility drawdown availability   $1,795,495   $1,472,300   $1,491,471   $598,581   $508,335  

Total assets   $5,255,842   $5,034,262   $5,500,351   $4,247,357   $3,378,824  

Long-term debt   $830,000   $920,095   $650,000   $715,000   $200,000  

Shareholders' equity   $3,410,212   $3,215,163   $3,665,450   $2,751,761   $2,517,756  

2012 ANNUAL REPORT            119

(thousandsTable of United States dollars, except where noted)Contents


 
 2009 2008 2007 2006 2005 

Revenues from mining operations

 $613,762 $368,938 $432,205 $464,632 $241,338 

Interest, sundry income and gain on available-for-sale securities

  26,314  (37,465) 29,230  45,915  4,996 
            

  640,076  331,473  461,435  510,547  246,334 

Costs and expenses

  532,038  235,482  302,157  249,904  211,055 
            

Income before income taxes

  108,038  95,991  159,278  260,643  35,279 

Income and mining taxes expense (recovery)

  21,500  22,824  19,933  99,306  (1,715)
            

Net income

 $86,538 $73,167 $139,345 $161,337 $36,994 
            

Net income per share — basic

 $0.55 $0.51 $1.05 $1.40 $0.42 

Net income per share — diluted

  0.55  0.50  1.04  1.35  0.42 

Operating cash flow

 $115,106 $121,175 $246,329 $227,015 $84,827 

Investing cash flow

 $(587,611)$(917,549)$(373,099)$(299,723)$(66,539)

Financing cash flow

 $559,818 $558,072 $126,508 $297,816 $9,842 

Dividends declared per share

 $0.18 $0.18 $0.18 $0.12 $0.03 

Capital expenditures

 $657,175 $908,853 $523,793 $149,185 $70,270 

Average gold price per ounce realized

 $1,024 $879 $748 $622 $449 

Average exchange rate — C$ per $

 C$1.1415 C$1.0669 C$1.0738 C$1.1344 C$1.2115 

Weighted average number of common shares outstanding (in thousands)

  155,972  144,741  132,768  115,461  89,030 

Working capital (including undrawn credit lines)

 $598,581 $508,335 $751,587 $839,898 $338,490 

Total assets

 $4,427,357 $3,378,824 $2,735,498 $1,521,488 $976,069 

Long-term debt

 $715,000 $200,000 $ $ $131,056 

Shareholders' equity

 $2,751,761 $2,517,756 $2,058,934 $1,252,405 $655,067 

Operating Summary

                

LaRonde Mine

                

Revenues from mining operations

 $352,221 $330,652 $432,205 $464,632 $241,338 

Production costs

  164,221  166,496  166,104  143,753  127,365 
            

Gross profit (exclusive of amortization shown below)

 $188,000 $164,156 $266,101 $320,879 $113,973 

Amortization

  28,392  28,285  27,757  25,255  26,062 
            

Gross profit

 $159,608 $135,871 $238,344 $295,624 $87,911 
            

Tonnes of ore milled

  2,545,831  2,638,691  2,673,463  2,673,080  2,671,811 

Gold — grams per tonne

  2.75  2.84  2.95  3.13  3.11 

Gold production — ounces

  203,494  216,208  230,992  245,826  241,807 

Silver production — ounces (in thousands)

  3,919  4,079  4,920  4,956  4,831 

Zinc production — tonnes

  56,186  65,755  71,577  82,183  76,545 

Copper production — tonnes

  6,671  6,922  7,482  7,289  7,378 

Total cash costs (per ounce):

                

Production costs

 $807 $770 $719 $585 $527 

Less: Net byproduct revenues

  (699) (658) (1,082) (1,240) (511)
 

Inventory adjustments

  1    4  (31) 29 
 

Accretion expense and other

  (6) (6) (6) (4) (2)
            

Total cash costs (per ounce)(1)

 $103 $106 $(365)$(690)$43 
            

Minesite costs per tonne(1)

 C$72 C$67 C$66 C$62 C$55 
            
Operating Summary                 

LaRonde mine                 

Revenues from mining operations   $399,243   $398,609   $392,386   $352,221   $330,652  

Production costs  225,647  209,947  189,146  164,221  166,496  

Operating margin  173,596  188,662  203,240  188,000  164,156  

Amortization of property, plant and mine development  47,912  31,089  30,404  28,392  28,285  

Gross profit   $125,684   $157,573   $172,836   $159,608   $135,871  

Tonnes of ore milled  2,358,499  2,406,342  2,592,252  2,545,831  2,638,691  

Gold (grams per tonne)  2.36  1.79  2.17  2.75  2.84  

Gold production (ounces)  160,875  124,173  162,806  203,494  216,208  

Silver production (thousands of ounces)  2,244  3,169  3,581  3,919  4,079  

Zinc production (tonnes)  38,637  54,894  62,544  56,186  65,755  

Copper production (tonnes)  4,126  3,216  4,224  6,671  6,922  

Total cash costs per ounce of gold produced ($ per ounce basis):                 

 Production costs   $1,403   $1,691   $1,162   $807   $770  

 Adjustments:                 

  Byproduct metal revenues, net of smelting, refining and marketing charges  (819) (1,562) (1,180) (699) (658) 

  Inventory and other adjustments(i)  1  (19) 19  1    

  Non-cash reclamation provision  (16) (33) (8) (6) (6) 

 Total cash costs per ounce of gold produced(ii)   $569   $77   $(7)  $103   $106  

Minesite costs per tonne(ii) C$95 C$84 C$75 C$72 C$67  

120            AGNICO-EAGLE MINES LIMITED

Table of Contents


   Years Ended December 31,
  
   2012  2011  2010  2009  2008  
  
Goldex mine                 

Revenues from mining operations   $   $217,662   $225,090   $142,493   $38,286  

Production costs    56,939  61,561  54,342  20,366  

Operating margin    160,723  163,529  88,151  17,920  

Amortization of property, plant and mine development    16,910  21,428  21,716  7,250  

Gross profit   $   $143,813   $142,101   $66,435   $10,670  

Tonnes of ore milled    2,476,515  2,781,564  2,614,645  1,118,543  

Gold (grams per tonne)    1.79  2.21  1.98  1.86  

Gold production (ounces)    135,478  184,386  148,849  57,436  

Total cash costs per ounce of gold produced ($ per ounce basis):                 

 Production costs   $   $420   $333   $365   $430  

 Adjustments:                 

  Byproduct metal revenues, net of smelting, refining and marketing charges    3  4        

  Inventory and other adjustments(i)    (21) (1) 3  (9) 

  Non-cash reclamation provision    (1) (1) (1) (2) 

 Total cash costs per ounce of gold produced(ii)   $   $401   $335   $367   $419  

Minesite costs per tonne(ii) C$ C$21 C$22 C$23 C$27  

2012 ANNUAL REPORT            121

Table of Contents


Lapa mine                 

Revenues from mining operations   $173,753   $167,536   $150,917   $43,409   $  

Production costs  73,376  68,599  66,199  33,472    

Operating margin  100,377  98,937  84,718  9,937    

Amortization of property, plant and mine development  42,216  37,954  31,986  9,906    

Gross profit   $58,161   $60,983   $52,732   $31   $  

Tonnes of ore milled  640,306  620,712  551,739  299,430    

Gold (grams per tonne)  6.48  6.62  8.26  7.29    

Gold production (ounces)  106,191  107,068  117,456  52,602    

Total cash costs per ounce of gold produced ($ per ounce basis):                 

 Production costs   $691   $641   $564   $636   $  

 Adjustments:                 

  Byproduct metal revenues, net of smelting, refining and marketing charges  5  6  5      

  Inventory and other adjustments(i)  (1) 6  (40) 115    

  Non-cash reclamation provision  2  (3)       

 Total cash costs per ounce of gold produced(ii)   $697   $650   $529   $751   $  

Minesite costs per tonne(ii) C$115 C$110 C$114 C$140 C$  

122            AGNICO-EAGLE MINES LIMITED

Table of Contents


Kittila mine                 

Revenues from mining operations   $284,429   $225,612   $160,140   $61,457   $  

Production costs  98,037  110,477  87,740  42,464    

Operating margin  186,392  115,135  72,400  18,993    

Amortization of property, plant and mine development  30,091  26,574  31,488  10,909    

Gross profit   $156,301   $88,561   $40,912   $8,084   $  

Tonnes of ore milled  1,090,365  1,030,764  960,365  563,238    

Gold (grams per tonne)  5.68  5.11  5.41  5.02    

Gold production (ounces)  175,878  143,560  126,205  71,838    

Total cash costs per ounce of gold produced ($ per ounce basis):                 

 Production costs   $557   $770   $695   $648   $  

 Adjustments:                 

  Byproduct metal revenues, net of smelting, refining and marketing charges  2  1  2      

  Inventory and other adjustments(i)  9  (10) (38) 24    

  Non-cash reclamation provision  (3) (1) (2) (4)   

  Stripping costs(iii)    (21)       

 Total cash costs per ounce of gold produced(ii)   $565   $739   $657   $668   $  

Minesite costs per tonne(ii)   €69   €75   €66   €54   €  

2012 ANNUAL REPORT            123

Table of Contents


Pinos Altos mine(iv)                 

Revenues from mining operations   $450,664   $378,329   $175,637   $14,182   $  

Production costs  152,942  145,614  90,293  11,819    

Operating margin  297,722  232,715  85,344  2,363    

Amortization of property, plant and mine development  36,830  36,989  21,577  1,524    

Gross profit   $260,892   $195,726   $63,767   $839   $  

Tonnes of ore processed  4,394,673  4,509,407  2,318,266  227,394    

Gold (grams per tonne)  2.02  1.80  1.95  1.08    

Gold production (ounces)  234,837  204,380  130,431  16,189    

Total cash costs per ounce of gold produced ($ per ounce basis):                 

 Production costs   $633   $712   $692   $1,227   $  

 Adjustments:                 

  Byproduct metal revenues, net of smelting, refining and marketing charges ��(300) (297) (192) (65)   

  Inventory and other adjustments(i)  11  9  22  (556)   

  Non-cash reclamation provision  (3) (6) (6) (10)   

  Stripping Costs(iii)  (55) (119) (91)     

 Total cash costs per ounce of gold produced(ii)   $286   $299   $425   $596   $  

Minesite costs per tonne(ii)   $31   $27   $35   $28   $  

124            AGNICO-EAGLE MINES LIMITED

Table of Contents


Meadowbank mine                 

Revenues from mining operations   $609,625   $434,051   $318,351   $   $  

Production costs  347,710  284,502  182,533      

Operating margin  261,915  149,549  135,818      

Amortization of property, plant and mine development  114,114  112,624  55,604      

Gross profit   $147,801   $36,925   $80,214   $   $  

Tonnes of ore milled  3,820,911  2,977,722  2,000,792      

Gold (grams per tonne)  3.17  3.02  4.34      

Gold production (ounces)  366,030  270,801  265,659      

Total cash costs per ounce of gold produced ($ per ounce basis):                 

 Production costs   $950   $1,051   $690   $   $  

 Adjustments:                 

  Byproduct metal revenues, net of smelting, refining and marketing charges  (5) (2) (2)     

  Inventory and other adjustments(i)  13  (6) 26      

  Non-cash reclamation provision  (4) (7) (5)     

  Stripping Costs(iii)  (41) (36) (16)     

 Total cash costs per ounce of gold produced(ii)   $913   $1,000   $693   $   $  

Minesite costs per tonne(ii) C$88 C$91 C$95 C$ C$  

Notes:

(1)(i)
Minesite costs per tonne andUnder the Company's revenue recognition policy, revenue is recognized on concentrates when legal title passes. As total cash costs per ounce of gold produced are calculated on a production basis, this inventory adjustment reflects the sales margin on the portion of concentrate production not yet recognized as revenue.

(ii)
Total cash costs per ounce of gold produced and minesite costs per tonne are non-US GAAP measures of performance that the Company uses to monitor the performance of its operations. See "Item 5 Operating and Financial Review and Prospects —"– Results of Operations  Production Costs". above for further detail.



FINANCIAL DATA (Continued)

(thousands of United States dollars, except where noted)

 
 2009 2008 2007 2006 2005 

Goldex Mine

                

Revenues from mining operations

 $142,493 $38,286 $ $ $ 

Production costs

  54,342  20,366       
            

Gross profit (exclusive of amortization shown below)

 $88,151 $17,920 $ $ $ 

Amortization

  21,716  7,250       
            

Gross profit

 $66,435 $10,670 $ $ $ 
            

Tonnes of ore milled

  2,614,645  1,118,543       

Gold — grams per tonne

  1.98  1.86       

Gold production — ounces

  148,849  57,436       

Total cash costs (per ounce):

                

Production costs

 $365 $430 $ $ $ 

Less:

                
 

Inventory adjustments

  3  (9)      
 

Accretion expense and other

  (1) (2)      
            

Total cash costs (per ounce)(1)

 $367 $419 $ $ $ 
            

Minesite costs per tonne(1)

 C$23 C$27 C$ — C$ — C$ — 
            

Lapa Mine

                

Revenues from mining operations

 $43,409 $ $ $ $ 

Production costs

  33,472         
            

Gross profit (exclusive of amortization shown below)

 $9,937 $ $ $ $ 

Amortization

  9,906         
            

Gross profit

 $31 $ $ $ $ 
            

Tonnes of ore milled

  299,430         

Gold — grams per tonne

  7.29         

Gold production — ounces

  52,602         

Total cash costs (per ounce):

                

Production costs

 $636 $ $ $ $ 

Less:

                
 

Inventory adjustments

  115         
 

Accretion expense and other

           
            

Total cash costs (per ounce)(1)

 $751 $ $ $ $ 
            

Minesite costs per tonne(1)

 C$140 C$ — C$ — C$ — C$ — 
            


FINANCIAL DATA (Continued)

(thousands of United States dollars, except where noted)

 
 2009 2008 2007 2006 2005 

Kittila Mine

                

Revenues from mining operations

 $61,457 $ $ $ $ 

Production costs

  42,464         
            

Gross profit (exclusive of amortization shown below)

 $18,993 $ $ $ $ 

Amortization

  10,909         
            

Gross profit

 $8,084 $ $ $ $ 
            

Tonnes of ore milled

  563,238         

Gold — grams per tonne

  5.02         

Gold production — ounces

  71,838         

Total cash costs (per ounce):

                

Production costs

 $648 $ $ $ $ 

Less:

                
 

Inventory adjustments

  24         
 

Accretion expense and other

  (4)        
            

Total cash costs (per ounce)(1)

 $668 $ $ $ $ 
            

Minesite costs per tonne(1)

 54     
            

Pinos Altos Mine

                

Revenues from mining operations

 $14,182 $ $ $ $ 

Production costs

  11,819         
            

Gross profit (exclusive of amortization shown below)

 $2,363 $ $ $ $ 

Amortization

  1,524         
            

Gross profit

 $839 $ $ $ $ 
            

Tonnes of ore milled

  227,394         

Gold — grams per tonne

  1.08         

Gold production — ounces

  16,189         

Total cash costs (per ounce):

                

Production costs

 $1,227 $ $ $ $ 

Less: Net byproduct revenues

  (65)$ $ $ $ 
 

Inventory adjustments

  (556)        
 

Accretion expense and other

  (10)        
            

Total cash costs (per ounce)(1)

 $596 $ $ $ $ 
            

Minesite costs per tonne(1)

 $28 $ $ $ $ 
            

Note:

(1)(iii)
Minesite costs per tonne andThe Company reports total cash costs per ounce are non-US GAAP measures of performancegold produced and minesite costs per tonne using a common industry practice of deferring certain stripping costs that can be attributed to future production. The purpose of adjusting for these stripping costs is to enhance the Company usescomparability of total cash costs per ounce of gold produced and minesite costs per tonne to monitor the performanceCompany's peers within the mining industry.

(iv)
Includes the Creston Mascota deposit at Pinos Altos except for fourth quarter 2012 total cash costs per ounce of its operations. See "Item 5 Operatinggold produced and Financial Review and Prospects — Resultsminesite costs per tonne, as heap leach operations at the Creston Mascota deposit were suspended effective October 1, 2012.

2012 ANNUAL REPORT            125

Table of Operations — Production Costs".


Contents


ITEM 6   DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Directors and Senior Management

The articles of Agnico-Eaglethe Company provide for a minimum of five and a maximum of twelvefifteen directors. By special resolution of the shareholders of Agnico-Eaglethe Company approved at the annual and special meeting of Agnico-Eaglethe Company held on June 27, 1996, the shareholders authorized the Board to determine the number of directors within thatthe minimum and maximum. The number of directors to be elected is twelve as determined by the Board by resolution passed on June 17, 2008.

The by-laws of Agnico-Eagle provide that directors will hold office for a term expiring at the next annual meeting of shareholders of Agnico-Eagle or until their successors are elected or appointed or the position is vacated. The Board annually appoints the officers of Agnico-Eagle, who are subject to removal by resolution of the Board at any time, with or without cause (in the absence of a written agreement to the contrary).

The following is a brief biography of each of Agnico-Eagle's directors:

Dr. Leanne M. Baker, 57, of Sebastopol, California, is an independent director of Agnico-Eagle. Dr. Baker is Managing Directorthe President and Chief Executive Officer and a director of Investor Resources LLC, consulting to companiesSutter Gold Mining Inc. ("Sutter"), a gold company that is developing its Lincoln Project in California's Mother Lode. Sutter's shares trade on the miningTSX Venture Exchange and financial services industries.the OTCQX. Previously, Dr. Baker was employed by Salomon Smith Barney where she was one of the top-ranked mining sector equity analysts in the United States. Dr. Baker is a graduate of the Colorado School of Mines (M.S. and Ph.D. in mineral economics). Dr. Baker has been a director of Agnico-Eagle since January 1, 2003, and is also a director of Reunion Gold Corporation (a mining exploration company traded on the TSX Venture Exchange) and US Gold Corporation, McEwen Mining Inc. and Kimber Resources Inc. (mining exploration companies traded on the NYSE Arca and the TSX).Area of expertise: Corporate Finance and Mineral Economics.

Douglas R. Beaumont, P.Eng., 77, of Toronto,Mississauga, Ontario, is an independent director of Agnico-Eagle. Mr. Beaumont, now retired, is a formerwas most recently Senior Vice-President, Process Technology of SNC Lavalin. Prior to that, he was Executive Vice-President of Kilborn Engineering and Construction. Mr. Beaumont is a graduate of Queen's University (B.Sc.). Mr. Beaumont has been a director of Agnico-Eagle since February 25, 1997.Area of expertise: Mining and Metallurgy.

Sean Boyd, CA, 51, of Toronto, Ontario, is the Vice-Chairman, President and Chief Executive Officer and a director of Agnico-Eagle. Mr. Boyd has been with Agnico-Eagle since 1985. Prior to his appointment as Vice-Chairman, President and Chief Executive Officer in December 2005,February 2012, Mr. Boyd served as Vice-Chairman and Chief Executive Officer from 2005 to 2012 and as President and Chief Executive Officer from 1998 to 2005, Vice-President and Chief Financial Officer from 1996 to 1998, Treasurer and Chief Financial Officer from 1990 to 1996, Secretary Treasurer during a portion of 1990 and Comptroller from 1985 to 1990. Prior to joining Agnico-Eagle in 1985, he was a staff accountant with Clarkson Gordon (Ernst & Young). Mr. Boyd is a Chartered Accountant and a graduate of the University of Toronto (B.Comm.). Mr. Boyd has been a director of Agnico-Eagle since April 14, 1998, and is also a director and member of the Audit Committee of the World Gold Council and a member of the Board of Governors and Chairman of the Audit Committee of St. Francis Xavier University.1998.Area of expertise: Executive Management, Finance.

Martine A. Celej, of Toronto, Ontario, is an independent director of Agnico-Eagle. Ms. Celej is currently a Vice-President, Investment Advisor with RBC Dominion Securities and has been in the investment industry since 1989. She is a graduate of Victoria College at the University of Toronto (B.A. (Honours)). Ms. Celej became a director of Agnico-Eagle on February 14, 2011.Area of expertise: Investment Management.

Clifford J. Davis P. Eng., 67, of Kemble, Ontario, is an independent director of Agnico-Eagle. Mr. Davis is a mining industry veteran and formerly a member of the senior management teams of New Gold Inc., Gabriel Resources Ltd. and TVX Gold Inc. and of the boards of directors of New Gold Inc., TVX Gold Inc., Rio Narcea Gold Mines Ltd. and Tiberon Minerals Ltd. Mr. Davis is a graduate of the Royal School of Mines, Imperial College, London University (B.Sc., Mining Engineering). Mr. Davis has been a director of Agnico-Eagle since June 17, 2008.2008 and is also a director and member of the Compensation Committee and the Nominating and Corporate Governance Committee of Zenyatta Ventures Ltd.Area of expertise: Mining.

David Garofalo, CA, ICD.DRobert J. Gemmell, 44, of Richmond Hill, Ontario, is the Senior Vice-President, Finance and Chief Financial Officer and a director of Agnico-Eagle. Mr. Garofalo has been with Agnico-Eagle since 1998. Before joining Agnico-Eagle, Mr. Garofalo served as Treasurer of Inmet Mining Corporation, an international mining company. Mr. Garofalo serves on the board of directors and Audit and Corporate Governance Committees of Stornoway Diamond Corporation and the board of directors and Audit Committee of Malbex Resources Inc. Mr. Garofalo is a graduate of the University of Toronto (B.Comm.) and a Chartered Accountant. He has been a director of Agnico-Eagle since June 17, 2008.Area of expertise: Executive Management, Finance.


Bernard Kraft, CA, 79, of Toronto, Ontario, is an independent director of Agnico-Eagle. Now retired, Mr. Gemmell spent 25 years as an investment banker in the United States and in Canada. Most recently, he was President and Chief Executive Officer of Citigroup Global Markets Canada and its predecessor companies (Salomon Brothers Canada and Salomon Smith Barney Canada) from 1996 to 2008. In addition, he was a member of the Global Operating Committee of Citigroup Global Markets from 2006 to 2008. Mr. Gemmell is a graduate of Cornell University (B.A.), Osgoode Hall Law School (LL.B.) and the Schulich School of Business (M.B.A.). Mr. Gemmell became a director of Agnico-Eagle on January 1, 2011.Area of expertise: Corporate Finance and Business Strategy.

Bernard Kraft, CA, of Toronto, Ontario, is recognized as a Designated Specialist in Investigative and Forensic Accounting by the Canadian Institutean independent director of Chartered Accountants.Agnico-Eagle. Mr. Kraft is a retired senior partner of the Toronto accounting firm Kraft, Berger LLP, Chartered Accountants and now serves as a consultant to that firm. He is also a principal in Kraft Yabrov Valuations Inc. Mr. Kraft is recognized as a Designated Specialist in Investigative and Forensic Accounting by the Canadian Institute of Chartered Accountants. Mr. Kraft is a member of the Canadian Institute of

126            AGNICO-EAGLE MINES LIMITED

Table of Contents



Chartered Business Valuators, the Association of Certified Fraud Examiners and the American Society of Appraisers. Mr. Kraft has been a director of Agnico-Eagle since March 12, 1992, and is also a director and a member of Canadian Shield Resources Inc. (a mining exploration company traded on the TSX Venture Exchange), St. Andrews Goldfields Limited (a mining exploration company listed on the TSX) and API Technologies Corp (a leading defence subcontractor in North America listed on the Bulletin Board).Audit Committee of Harte Gold Corp.Area of expertise: Audit and Accounting.

Mel Leiderman, CPA, CA, TEP, ICD.D, 57, of Toronto, Ontario, is an independent director of Agnico-Eagle. Mr. Leiderman is the managing partner of the Toronto accounting firm Lipton Wiseman, Altbaum & Partners LLP. Mr. LeidermanLLP, Chartered Accountants. He is a graduate of the University of Windsor (B.A.) and is a certified director of the Institute of Corporate Directors (ICD.D). He has been a director of Agnico-Eagle since January 1, 2003.2003 and is also a director and a member of the Audit Committee and Corporate Governance and Compensation Committee of Colossus Minerals Inc. and a director and a member of the Audit Committee of Morguard North American Residential REIT.Area of expertise: Audit and Accounting.

James D. Nasso, ICD.D, 76, of Toronto, Ontario, is Chairman of the Board of Directors and an independent director of Agnico-Eagle. Mr. Nasso is now retired, founded and was the President of Unilac Limited, a manufacturer of infant formula, for 35 years.retired. Mr. Nasso is a graduate of St. Francis Xavier University (B.Comm.) and is a certified director of the Institute of Corporate Directors (ICD.D). Mr. Nasso has been a director of Agnico-Eagle since June 27, 1986.Area of expertise: Management and Business Strategy.

Dr. Sean Riley, of Antigonish, Nova Scotia, is an independent director of Agnico-Eagle. Dr. Riley has served as President of St. Francis Xavier University since 1996. Prior to 1996, his career was in finance and management, first in corporate banking and later in manufacturing. Dr. Riley is a graduate of St. Francis Xavier University (B.A. (Honours)) and of Oxford University (M. Phil, D. Phil, International Relations)). Dr. Riley became a director of Agnico-Eagle on January 1, 2011.Area of Expertise: Management and Business Strategy.

J. Merfyn Roberts, CA, 60, of London, England, is an independent director of Agnico-Eagle. Mr. Roberts has been a fund manager and investment advisor for more than 25 years and has been closely associated with the mining industry. He sits on the boards of directors of several resource companies, including Eastern Platinum Limited and Rambler Metals and Mining plc. Mr. Roberts is a graduate of Liverpool University UK (B.Sc., Geology) and Oxford University UK (M.Sc., Geochemistry) and is a member of the Institute of Chartered Accountants in England and Wales. He has been a director of Agnico-Eagle since June 17, 2008.2008, and is also a director and a member of the Audit Committee and of Eastern Platinum Limited, a director and a member of the Compensation and Corporate Governance Committee of Rambler Metals and Mining plc, a director and a member of the Remuneration Committee and Audit Committee of Mena Hydrocarbons Inc. and a director of Blackheath Resources Inc.Area of expertise: Investment Management.

Eberhard Scherkus, P. Eng., 58, of Oakville, Ontario, is the President and Chief Operating Officer and a director of Agnico-Eagle. Mr. Scherkus has been with Agnico-Eagle since 1985. Prior to his appointment as President and Chief Operating Officer in December 2005, Mr. Scherkus served as Executive Vice-President and Chief Operating Officer from 1998 to 2005, Vice-President, Operations from 1996 to 1998, as a manager of Agnico-Eagle LaRonde Division from 1986 to 1996 and as a project manager from 1985 to 1986. Mr. Scherkus is a graduate of McGill University (B.Sc.), a member of the Association of Professional Engineers of Ontario and past president of the Quebec Mining Association. Mr. Scherkus has been a director of Agnico-Eagle since January 17, 2005.Area of expertise: Executive Management, Mining.

Howard R. Stockford, P.Eng., 68,, of Toronto, Ontario, is an independent director of Agnico-Eagle. Mr. Stockford is a retired mining executive. From 1989 until his retirement atexecutive with 50 years of experience in the end of 2004,industry. Most recently, he was Executive Vice-President of Aur Resources Inc. ("Aur"), a mining company that was traded on the TSX. He was and a director of Aur from 1984 until August 2007, when Aurit was taken over by Teck Cominco Limited. From 1983 to 1989, Mr. Stockford was Vice-President of Aur. Mr. Stockford is a memberhas previously served as President of the Canadian Institute of Mining, Metallurgy and Petroleum (the "CIM") and has previously served as Chairman of both the Winnipeg and Toronto branches of the CIM and as President of the CIM national body. Mr. Stockford is also a member of the Association of Professional Engineers of Ontario, the Prospectors and Developers Association of Canada and the Society of Economic Geologists. Mr. Stockford is a graduate of the Royal School of Mines, Imperial College, London University, U.K. (B.Sc., Mining Geology). Mr. Stockford has been a director of Agnico-Eagle since May 6, 2005, and is also a director and a member of Nuinsco Resources Limitedthe Audit Committee, Corporate Governance Committee and Technical Committee of Victory Nickel Inc.Area of expertise: Executive Management, Mining.

Pertti Voutilainen, M.Sc., M.Eng., 68, of Espoo, Finland, is an independent director of Agnico-Eagle. Mr. Voutilainen is a mining industry veteran. Most recently, he was the Chairman of the board of directors of Riddarhyttan.Riddarhyttan Resources AB. Previously, Mr. Voutilainen was the Chairman of the board of directors and Chief Executive Officer of Kansallis Banking Group and President after its merger with Union Bank of Finland until his retirement in 2000. He was also employed by Outokumpu Corp., Finland's largest mining and metals company,



for 26 years, including as Chief Executive Officer for 11 years. During the last five years, Mr. Voutilainen has served on the board of directors of each of Metso Oyj (Chairman), Viola Systems Oy (Chairman), Innopoli Oy (Chairman) and Fingrid Oyj. Mr. Voutilainen holds the honorary title of Mining Counselor (Bergsrad), which was awarded to him by the President of the Republic of Finland in 2003. Mr. Voutilainen is a graduate of Helsinki University of Technology (M.Sc.), Helsinki University of Business Administration (M.Sc.) and Pennsylvania State University (M. Eng.(M.Eng.). He has been a director of Agnico-Eagle since December 13, 2005.Area of expertise: Mining and Finance.

The following is a brief biography of each of Agnico-Eagle's senior officers:

Donald G. Allan, CA, 54, of Toronto, Ontario, is Senior Vice-President, Corporate Development of Agnico-Eagle, a position he has held since December 14, 2006. Prior to that, Mr. Allan had been Vice-President, Corporate Development since May 6, 2002. Prior to that, Mr. Allan spent 16 years as an investment banker covering the mining and natural resources sectors with the firms Salomon Smith Barney and Merrill Lynch. Mr. Allan is a graduate of the Amos Tuck School, Dartmouth College (M.B.A.) and the University of Toronto (B.Comm.). Mr. Allan is also qualified as a Chartered Accountant.

Alain Blackburn, P.Eng., 53, of Oakville, Ontario, is Senior Vice-President, Exploration of Agnico-Eagle, a position he has held since December 14, 2006. Prior to that, Mr. Blackburn had been Vice-President, Exploration since October 1, 2002. Prior

2012 ANNUAL REPORT            127

Table of Contents



to that, Mr. Blackburn served as Agnico-Eagle's Manager, Corporate Development from January 1999 and Exploration Manager from September 1996 to January 1999. Mr. Blackburn joined Agnico-Eagle in 1988 as Chief Geologist at the LaRonde mine. Mr. Blackburn is a graduate of UniversiteUniversité du Quebec de Chicoutimi (P.Eng.) and UniversiteUniversité du Quebec en Abitibi-Temiscamingue (M.Sc.).

Picklu Datta, CA, of Toronto, Ontario is Senior Vice-President, Treasury and Finance of Agnico-Eagle. Mr. Datta was previously Vice-President, Treasurer and prior to that, he was Vice-President, Controller of Agnico-Eagle. Mr. Datta joined the Company in April 2005 and has worked in the mining industry for approximately ten years. Before joining the mining industry, Mr. Datta worked at Philip Morris Companies in New York City for approximately eight years and the technology industry for three years in various financial management roles. Mr. Datta obtained his Bachelor of Commerce degree from the University of Toronto and acquired his Chartered Accountancy designation by articling with Price Waterhouse Coopers.

Louise Grondin, Ing. P.Eng., of Toronto, Ontario, is Senior Vice-President, Environment and Sustainable Development of Agnico-Eagle, a position she has held since January 1, 2011. Prior to that, Ms. Grondin was Vice President, Environment and Sustainable Development and before that she was the Regional Environmental Manager and Environmental Manager, LaRonde Division. Prior to her employment with Agnico-Eagle, Ms. Grondin worked for Billiton Canada Ltd. as Manager Environment, Human Resources and Safety. Ms. Grondin is a graduate of the University of Ottawa (B.Sc.) and McGill University (M.Sc.).

Tim Haldane, P.Eng., 53, of Sparks, Nevada,Tucson, Arizona, is Senior Vice-President, Latin America of Agnico-Eagle. Prior to joining Agnico-Eagle in May 2006, he was Vice President, Development for Glamis Gold Inc. where he participated in numerous acquisition and development activities in North America and Central America. Mr. Haldane is a graduate of the Montana School of Mines and Technology (B.S. Metallurgical Engineering) and has 30 years of experience in the precious metals and base metals industries.

R. Gregory Laing, BA,B.A., LL.B., 51, of Oakville, Ontario, is General Counsel, Senior Vice-President, Legal and Corporate Secretary of Agnico-Eagle, a position he has held since December 14, 2006, prior to which, Mr. Laing had been General Counsel, Vice-President, Legal and Corporate Secretary since September 19, 2005. Prior to that, he was Vice President, Legal of Goldcorp Inc. from October 2003 to June 2005 and General Counsel, Vice President, Legal and Corporate Secretary of TVX Gold Inc. from October 1995 to January 2003. He worked as a corporate securities lawyer for two prominent Toronto law firms prior to that. Mr. Laing is a director of Andina Minerals Inc. (a mining exploration company), a TSX Venture Exchange listed company and HyWest Red Lake Gold Mines Inc. (a mining exploration company), traded on the Canadian National Stock Exchange. Mr. Laing is a graduate of the University of Windsor (LL.B.) and Queen's University (B.A.).

Daniel Racine, Ing., P.Eng.Marc H. Legault, P.Eng, 46,of Mississauga, Ontario, is Senior Vice-President, Project Evaluations of Agnico-Eagle, a position he has held since February 2012. Prior to that, he was Vice-President, Project Development since 2007. Mr. Legault has been with Agnico-Eagle since 1988, when he was hired as an exploration geologist in Val d'Or, Quebec. Since then, he has taken on successively increasing responsibilities in the Company's exploration, mine geology and project evaluation activities. Mr. Legault is a graduate of Carleton University (M.Sc. in geology in 1985) and Queen's University at Kingston (B.Sc.H. in Geological Engineering in 1982). Marc is a registered Professional Engineer. He is also a director of Golden Goliath Resources Ltd., a mining exploration company that trades on the TSX Venture Exchange.

Jean-Luk Pellerin, of Toronto, Ontario, is Senior Vice-President, Human Resources. Mr. Pellerin joined Agnico-Eagle in January 2012. Prior to that, he spent four years at Transat A.T. Inc. as Senior Vice-President, Human Resources and Chief Talent Officer. Before Transat, Mr. Pellerin spent six years in consulting at the helm of his own firm and as National Partner with Mercer Consulting. Prior to that, he held senior management and executive positions at Bombardier Inc., Domtar Corporation and General Electric. Mr. Pellerin has also taught in the MBA program at the H.E.C. Montreal in the Master's program in Organizational Development, as well as at American University and at the McGill International Executive Institute. Mr. Pellerin is a graduate of the University of Laval in Industrial Relations.

Jean Robitaille, of Oakville, Ontario, is Senior Vice-President, OperationsTechnical Services and Project Development of Agnico-Eagle, a position he has held since June 2008. Prior to his appointment,that, he served Agnico-Eagle in various capacities for 22 years, including Vice-President, Operations, Operations Manager, LaRonde Mine Manager, Underground Superintendent and Mine Captain. Prior to joining Agnico-Eagle, Mr. Racine worked as a mining engineer for several mining companies. Mr. Racine graduated as a mining engineer from Laval University (B.Sc.) in December 1986.

Jean Robitaille, 47, of Oakville, Ontario, is Senior Vice-President, Technical Services of Agnico-Eagle, a position he has held since June 2008. Prior to his appointment, he served Agnico-Eagle in various capacities for more than 22 years,1988, most recently as Vice-President, Metallurgy & Marketing, General Manager, Metallurgy & Marketing and Mill Superintendent and Project Manager for the expansion of the LaRonde mill. Prior to joining Agnico-Eagle, Mr. Robitaille worked as a metallurgist with Teck Mining Group. Mr. Robitaille is a mining graduate of the College de l'Abitibi-Tél'Abitibi Témiscamingue with a specialty in mineral processing.

Picklu DattaDavid Smith, P.Eng., 42, of Toronto, Ontario, is Senior Vice-President, ControllerFinance and Chief Financial Officer of Agnico-Eagle, a position he has held since January 2009.October 24, 2012. Prior to joining Agnico-Eagle in 2005, Mr. Datta spent most of his career in New York City with Philip Morris Companies in various finance management positions. His experience also includes a senior finance position with a large New York City technology companythat, he was Senior Vice-President, Strategic Planning and a management position with a large mining



company in Toronto. Mr. Datta is a graduate of the University of Toronto (B.Comm.) and is a Chartered Accountant who articled with PricewaterhouseCoopers.

Patrice Gilbert, 46, of Oakville, Ontario, is Vice-President, Human Resources of Agnico-Eagle,Investor Relations, a position he has held since September 25, 2006. Prior to his appointment, Mr. Gilbert worked for Placer Dome Inc. in various senior capacities in Chile, South Africa, the Dominican Republic, Quebec and British Columbia including Director, Human Resources and Sustainability, Placer Dome Dominicana Corporacion (2005-2006) and Vice President, Human Resources and Sustainability, Placer Dome Africa (1999-2005). Mr. Gilbert studied industrial relations at Laval University in Quebec, Canada and Wits University in Johannesburg, South Africa.

Paul-Henri Girard, 54, of Ste-Monique Lac St. Jean, Quebec, is Vice-President, Canada of Agnico-Eagle, a position he has held since June 2008. Prior to his appointment, he served Agnico-Eagle in various capacities for 22 years, including General Manager of Technical Services, Abitibi Regional Manager, LaRonde Mine Manager, Underground Superintendent and Chief Engineer. Prior to joining Agnico-Eagle, Mr. Girard worked as a mining engineer for several mining companies. Mr. Girard is a graduate of Laval University (B.Sc.) and is a member of OIQ in Quebec.

Louise Grondin, Ing., P.Eng., 56, of Toronto, Ontario, is Vice-President, Environment and Sustainable Development of Agnico-Eagle, a position she has held since April 2007. Prior to her appointment, Ms. Grondin was the Regional Environmental Manager and Environmental Manager, LaRonde Division. Prior to her employment with Agnico-Eagle, Ms. Grondin worked for Billiton Canada Ltd. as Manager Environment, Human Resources and Safety. Ms. Grondin is a graduate of the University of Ottawa (B.Sc.) and McGill University (M.Sc.).

Ingmar Haga, 58, of Espoo, Finland, is Vice-President, Europe of Agnico-Eagle, a position he has held since July 26, 2006. Prior to his appointment, Mr. Haga was Managing Director — Europe from March 1, 2006. Prior to his employment with Agnico-Eagle, Mr. Haga held various positions with the Outokumpu Group in Finland and Canada and was President of Polar Mining Oy, a Finnish subsidiary of Australian-based Dragon Mining NL. Mr. Haga is a graduate of Åbo Akademi, Finland (M.Sc.).

Marc Legault, Ing., P.Eng., 50, of Mississauga, Ontario, is Vice-President, Project Development of Agnico-Eagle, a position he has held since July 2006. Prior to that, Mr. Legault served Agnico-Eagle in various capacities, including Manager, Project Evaluation based in Toronto, Ontario since 2002, Mine Geologist and later Chief Geologist at the LaRonde Mine in Cadillac, Quebec from 1994 to 2002 and Project Geologist at the Exploration Division in Val d'Or, Quebec since 1988. Mr. Legault is also a director of Golden Goliath Resources Ltd., a TSX Venture Exchange-listed mineral exploration company (in which Agnico-Eagle holds an interest) with activities principally in northern Mexico. Mr. Legault is a graduate of Queen's University (B.Sc. Honours in geological engineering) and Carleton University (M.Sc. in geology).

Claudio Mancuso, 34, of Toronto, Ontario, is Vice-President, Treasurer of Agnico-Eagle, a position he has held since January 2009. Prior1, 2011, and prior to this appointment, Mr. Mancuso served Agnico-Eagle in various capacities including Treasurer, Controller and Manager, Financial Reporting. Prior to joining Agnico- Eagle in 2002, Mr. Mancuso held positions at the Ontario Securities Commission and BDO Dunwoody LLP, a public accounting firm. Mr. Mancuso is a graduate of the University of Waterloo and is a Chartered Accountant.

David Smith,P.Eng., 46, of Toronto, Ontario, isthat he was Senior Vice-President, Investor Relations and

128            AGNICO-EAGLE MINES LIMITED

Table of Agnico-Eagle.Contents



prior to that he was Vice-President, Investor Relations. He started work in investor relations at Agnico-Eagle in February 2005. Prior to that, he was a mining analyst at Dominion Bond Rating Service for more than five years. Mr. Smith's professional experience also includes a variety of engineering positions in the mining industry, both in Canada and abroad. He is a graduate of Queen's University (B.Sc.) and the University of Arizona (M.Sc.). Mr. Smith is also a Professional Engineer.

Yvon Sylvestre, of Mississauga, Ontario, is Senior Vice-President, Operations, a position he has held since February 2012. Prior to that, he was Vice-President, Construction; Mine General Manager at the Goldex division of Agnico-Eagle and, previously, Mill Superintendent at the LaRonde division. Mr. Sylvestre is a Metallurgical Engineering Technology graduate from Cambrian College in Sudbury. Following graduation, he served as Metallurgist and Mill Superintendent at the Joutel division of Agnico-Eagle and also held the position of Mill Superintendent at the Trollus division of Inmet Mining Corporation.

There are no arrangements or understandings between any director or executive officer and any other person pursuant to which such director or executive officer was selected to serve, nor are there any family relationships between any such persons.



Compensation of Executive Officers

The senior officers of Agnico-Eagle are:

    Sean Boyd, Vice-Chairman, President and Chief Executive Officer

    Eberhard Scherkus, President and Chief Operating Officer

    David Garofalo,Smith, Senior Vice-President, Finance and Chief Financial Officer

    Donald G. Allan, Senior Vice-President, Corporate Development

    Alain Blackburn, Senior Vice-President, Exploration

    Picklu Datta, Senior Vice-President, Treasury and Finance

    Louise Grondin, Senior Vice-President, Environment and Sustainable Development

    Tim Haldane, Senior Vice-President, Latin America

    R. Gregory Laing, General Counsel, Senior Vice-President, Legal and Corporate Secretary

    Daniel Racine,Marc Legault, Senior Vice-President, OperationsProject Evaluations

    Jean-Luk Pellerin, Senior Vice-President, Human Resources

    Jean Robitaille, Senior Vice-President, Technical Services and Project Development

    Picklu Datta,Yvon Sylvestre, Senior Vice-President, Controller

    Patrice Gilbert, Vice-President, Human Resources

    Paul-Henri Girard, Vice-President, Canada

    Louise Grondin, Vice-President, Environment and Sustainable Development

    Ingmar Haga, Vice-President, Europe

    Marc Legault, Vice-President, Project Development

    Claudio Mancuso, Vice-President, Treasurer

    David Smith, Vice-President, Investor RelationsOperations

2012 ANNUAL REPORT            129

Table of Contents


    The following Summary Compensation Table sets out compensation during the fiscal year ended December 31, 20092012 for the NamedVice-Chairman, President and Chief Executive OfficersOfficer, the Senior Vice-President, Finance and Chief Financial Officer and the three other most highly compensated officers of Agnico-Eaglethe Company (the "Named Executive Officers") measured by total compensation earned during the fiscal years ended December 31, 20082012, 2011 and 2009.2010.


    Summary Compensation Table — Agnico-Eagle Mines Limited

                Non-Equity
    Incentive Plan
    Compensation(1)
           
                
           
    Name and
    Principal Position
     Year Salary Share-
    Based
    Awards
    (ESPP)(2)
     Share-
    Based
    Awards
    (RSUs)(3)
     Option-
    Based
    Awards(4)
     Annual
    Incentive
    Plans
     Long-
    Term
    Incentive
    Plans
     Pension
    Value
     All Other
    Compensation(5)
     Total
    Compensation(6)
     

        (C$) (C$) (C$) (C$) (C$) (C$) (C$) (C$) (C$) 
    Sean Boyd 2012 1,300,000 32,500 937,573 2,700,750 3,000,000 n/a 1,519,437 19,200 9,509,460 
    Vice-Chairman and 2011 1,260,000 52,000   4,120,800 1,197,000 n/a 257,642 95,005 6,982,447 
    Chief Executive Officer 2010 1,200,000 46,250   4,893,000 1,656,000 n/a 320,034 19,200 8,134,484 

    David Smith(7) 2012 465,962 16,500 468,787 623,250 495,000 n/a 144,144 29,910 2,243,553 
    Senior Vice-President, Finance and 2011 330,000 15,000   1,030,200 350,000 n/a 102,000 21,200 1,848,400 
    Chief Financial Officer 2010 300,000 11,600   1,060,150 175,000 n/a 76,050 20,700 1,643,500 

    Ammar Al-Joundi(8) 2012 298,269 12,250 468,787 831,000 nil n/a 44,740 nil 1,655,046 
    Senior Vice-President, Finance and 2011 490,000 23,750   1,030,200 457,000 n/a 119,080 56,202 2,176,232 
    Chief Financial Officer 2010 151,635 7,308   1,615,500(9)322,000 n/a nil 5,908 2,102,351 

    Alain Blackburn 2012 460,000 21,900 468,787 623,250 393,000 n/a 127,950 26,883 2,121,770 
    Senior Vice-President, 2011 438,000 15,600   1,030,200 335,000 n/a 92,980 55,092 1,966,872 
    Exploration 2010 425,000 15,600   1,631,000 344,000 n/a 25,350 19,200 2,460,150 

    Donald G. Allan 2012 460,000 21,000 468,787 623,250 426,000 n/a 132,900 25,300 2,157,237 
    Senior Vice-President, 2011 420,000 16,900   1,030,200 378,000 n/a 96,730 57,216 1,999,046 
    Corporate Development 2010 400,000 13,000   1,223,250 276,000 n/a 78,950 19,700 2,010,900 

    R. Gregory Laing 2012 450,000 21,000 468,787 623,250 417,000 n/a 130,050 24,800 2,134,887 
    General Counsel, 2011 420,000 20,000   1,030,200 343,000 n/a 113,250 19,200 1,945,650 
    Senior Vice-President, Legal and 2010 400,000 17,000   1,223,250 240,000 n/a 96,001 19,200 1,995,451 
    Corporate Secretary                     

    Notes:

     
      
      
      
      
     Non-Equity
    Incentive Plan
    Compensation
      
      
      
     
    Name and Principal Position
     Year Salary Share-
    based
    Awards
     Option-
    based
    Awards(1)
     Annual
    Incentive
    Plans(2)
     Long-Term
    Incentive
    Plans
     Pension
    Value
     All Other
    Compensation(2)
     Total
    Compensation(3)
     
     
      
     (C$)
     (C$)
     (C$)
     (C$)
     (C$)
     (C$)
     (C$)
     (C$)
     
    Sean Boyd  2009  925,000  39,000  6,147,500  1,175,000 n/a  794,877  21,264  9,102,641 
    Vice-Chairman and  2008  925,000  39,000  3,312,000  740,000 n/a  186,500(4) 21,265  5,058,265 
    Chief Executive Officer                           

    Eberhard Scherkus

      
    2009
      
    660,000
      
    33,000
      
    4,303,250
      
    596,000
     

    n/a

      
    203,100
      
    21,944
      
    5,817,294
     
    President and  2008  660,000  30,000  2,070,000  372,000 n/a  123,200(4) 21,945  3,174,945 
    Chief Operating Officer                           

    David Garofalo

      
    2009
      
    410,000
      
    nil
      
    2,459,000
      
    314,000
     

    n/a

      
    89,274
      
    23,944
      
    3,296,218
     
    Senior Vice-President,  2008  410,000  nil  1,242,000  167,000 n/a  77,700(4) 23,945  1,945,595 
    Finance and                           
    Chief Financial Officer                           

    Alain Blackburn

      
    2009
      
    340,000
      
    15,600
      
    2,459,000
      
    260,000
     

    n/a

      
    70,050
      
    23,444
      
    3,168,094
     
    Senior Vice-President,  2008  340,000  15,500  1,242,000  135,000 n/a  67,500(4) 22,591  1,839,891 
    Exploration                           

    Daniel Racine

      
    2009
      
    340,000
      
    17,000
      
    1,844,250
      
    175,000
     

    n/a

      
    57,202
      
    24,444
      
    2,457,896
     
    Senior Vice President,  2008  330,000  14,500  748,100  119,000 n/a  68,850  23,192  1,303,642 
    Operations                           

    (1)
    All amounts earned on non-equity incentive plan compensation were paid during the financial year.

    (2)
    This represents the Company's contribution to shares purchased by the Named Executive Officers pursuant to the Employee Share Purchase Plan.

    (3)
    These amounts represent the fair value of the restricted share units of the Company ("RSUs") granted to the respective Named Executive Officers. These amounts were calculated by multiplying the number of RSUs granted by the closing price of the Company's shares on the TSX on the day prior to the grant date. In 2012, RSU grants to the Named Executive Officers were based on a dollar amount determined by the Compensation Committee, which was divided by the 20-day volume-weighted average price of the Company's common shares on the TSX in order to determine the number of RSUs to be granted.

    (4)
    The value of option-based awards, being C$24.59 (2008 —8.31 per Option (2011 – C$16.56) per option,17.17; 2010 – C$16.31), was determined using the Black-Scholes-MertonBlack-Scholes option pricing model. The Black-Scholes-MertonBlack-Scholes option pricing model is a commonly used pricing model that assumes the valued option can only be exercised at expiration. Key assumptions used were: (i)All options to purchase common shares of the Company ("Options") were granted at an exercise price of C$37.05 (2011 – C$76.60; 2010 – C$56.92), which iswas the closing price for the common shares of the Company on the TSX on the day prior to the date of grant, which was C$62.77 (2008 — C$54.42); (ii)grant. Key additional assumptions used were: (i) the risk free interest rate, which was 1.3% (2008 — 3.70%)1.22% (2011 – 1.96%; (iii)2010 – 1.87%); (ii) current time to expiration of the optionOption which was assumed to be 2.7 years (2011 – 2.5 years; (iv)2010 – 2.5 years); (iii) the volatility for the common shares of the Company on the TSX, which was 64% (2008 — 44.37%37.5% (2011 – 34.63%; 2010 – 44%); and (iv) the dividend yield for the common shares of the Company, which was 0.42% (2008 — 0.22%2.16% (2011 – 0.88%; 2010 – 0.43%).

    (2)(5)
    Consists of premiums paid for term life and health insurance, automobile allowances, and education and fitness benefits and, beginning in 2011, extended health coverage and computer-related allowances for the Named Executive Officers.

    (3)(6)
    The total compensation was paid in Canadian dollars. The Company reports its financial statements in United States dollars. On December 31, 20092012 the Noon Buying Rate was C$1.00 equals US$0.9555.1.0051

    (4)(7)
    DisclosureMr. Smith became Senior Vice-President, Finance and Chief Financial Officer on October 24, 2012; prior to that, he was the Senior Vice-President, Strategic Planning and Investor Relations of pensionthe Company.

    (8)
    Mr. Al-Joundi resigned as Senior Vice-President, Finance and Chief Financial Officer on July 9, 2012.

    (9)
    Mr. Al-Joundi joined the Company as Senior Vice-President, Finance and Chief Financial Officer on September 1, 2010 and received a grant of Options with a Black-Scholes value of C$14.46 on that date based an exercise price of C$69.44, a risk-free interest rate of 1.51%, a time to expiration of 5 years, a volatility of 31.4% and dividend yield of 0.24%.

    130            AGNICO-EAGLE MINES LIMITED

    Table of Contents


    RSU Plan

    The Restricted Share Unit Plan (the "RSU Plan") was established by the Company to assist in the summary compensation tableretention of the 2008 Management Proxy Circular overstatedCompany's employees, officers and directors by providing non-dilutive common shares to reward the pension amountsindividual performance of participants. Grants of RSUs are determined by the Compensation Committee (for directors and officers) or the Chief Executive Officer (for employees). RSUs vest in accordance with the vesting periods specified in the RSU Plan, which for Messrs. Garofaloofficers and Blackburndirectors is on December 31 in the third year after the date of the grant of the RSU. Dividends declared on non-vested RSUs are used to purchase additional RSUs, which have the same vesting dates and understatedexpiry dates as the amountsRSUs in respect of which such additional RSUs are added. Once vested, the common shares underlying the RSUs are transferred to a participant's vested RSU account and may be sold at the request of the participant.

    If a participant's employment with the Company terminates as a result of a change of control or constructive termination within a six month period following a change of control, the participant's RSUs vest immediately. If a participant's employment is terminated for Messrs. Boydcause (as defined in the RSU Plan), the participant immediately forfeits all rights in respect of any non-vested RSUs. If a participant's employment is terminated without cause or if the participant retires or resigns from the service of the Company (including, for directors, resigning from the Board of Directors), dies while in the service of the Company or becomes disabled such that the participant receives benefits under the Company's long-term disability plan, the participant's non-vested RSUs vest immediately. The rights and Scherkus. These amounts have been corrected.

    obligations of the Company under the RSU Plan may be assigned by the Company to a successor in the business of the Company, to any corporation resulting from any amalgamation, reorganization, combination, merger or arrangement of the Company or to any corporation acquiring all or substantially all of the assets or business of the Company.

    Stock Option Plan

    Under the Stock Option Plan, optionsOptions to purchase common shares may be granted to directors, officers, employees and service providersconsultants of the Company. The exercise price of optionsOptions granted may be denominated in Canadian dollars or United States dollars, but generally may not be less than the closing market price for the common shares of the Company on the TSX (for Options with an exercise price denominated in Canadian dollars) or the NYSE (for Options with an exercise price denominated in United States dollars) on the trading day prior to the date of grant. The maximum term of optionsOptions granted under the Stock Option Plan is five years and the maximum number of optionsOptions that can be issued in any year is 2% of the Company's outstanding common shares. In addition, a maximum of 25% of the optionsOptions granted in an optionOption grant vest upon the date they are granted with the remaining optionsOptions vesting equally overon the next three anniversaries of the optionOption grant. The value of optionsOptions granted to non-executive directors participating in the Stock Option Plan is limited to C$100,000 per year.year; however, in July 2011, the Board amended its director compensation program such that non-executive directors now receive RSUs instead of Options. The number of common shares which may be reserved for issuance to any one person pursuant to Options (under the Stock Option Plan or otherwise), warrants, share purchase plans or other compensation arrangements may not exceed 5% of the outstanding common shares. Additionally, the number of common shares which may be issuable to insiders of the Company pursuant to Options (under the Stock Option Plan or otherwise), warrants, share purchase plans or other compensation arrangements, at any time, cannot exceed 10% of outstanding common shares and the number of common shares issued to insiders of the Company pursuant to Options (under the Stock Option Plan or otherwise), warrants, share purchase plans or other compensation arrangements, within any one year period, cannot exceed 10% of the outstanding common shares.


    The Stock Option Plan provides for the termination of an optionOption held by an optionOption holder in the following circumstances:

      the optionOption expires (no later than five years after the optionOption was granted);

      30 days after the optionOption holder ceases to be an employee, officer, director of or consultant to the Company or any subsidiary of the Company;

      sixtwelve months after the death of the optionOption holder; and

      where such optionOption holder is a director, four years after the date he or she resigns or retires from the Board of Directors (provided that in no event will any optionOption expire later than five years after the optionOption was granted).

    An optionOption granted under the Stock Option Plan may only be assigned to eligible assignees, including a spouse, a minor child, a minor grandchild, a trust governed by a registered retirement savings plan of an eligiblesuch participant, a corporation controlled by such participant and of which all other shareholders are eligible assignees or a family trust of which the eligiblesuch participant is a trustee and of which all beneficiaries are eligible assignees. Assignments must be approved by the Board of Directors and any stock exchange or other authority.

    2012 ANNUAL REPORT            131

    Table of Contents


    The Board of Directors may amend or revise the terms of the Stock Option Plan without the approval of shareholders as permitted by law and subject to any required approval by any stock exchange or other authority including amendments of a "housekeeping" nature, amendments necessary to comply with the provisions of applicable law (including, without limitation, the rules, regulations and policies of the TSX), amendments respecting administration of the Stock Option Plan (provided such amendment does not entail an extension beyond the original expiry date), any amendment to the vesting provisions of the Stock Option Plan or any option,Option, any amendment to the early termination provisions of the Stock Option Plan or any option,Option, whether or not such optionOption is held by an insider provided(provided such amendment does not entail an extension beyond the original expiry date,date), the addition or modification of a cashless exercise feature, amendments necessary to suspend or terminate the Stock Option Plan and any other amendment, whether fundamental or otherwise, not requiring shareholder approval under applicable law (including, without limitation, the rules, regulations and policies of the TSX). No amendment or revision to the Stock Option Plan which adversely affects the rights of any optionOption holder under any optionOption granted under the Stock Option Plan can be made without the consent of the optionOption holder whose rights are being affected.

    In addition, no amendments to the Stock Option Plan to increase the maximum number of common shares reserved for issuance, to changereduce the exercise price for any Option, to extend the term of an Option, to increase any limit on grants of Options to insiders of the Company, to amend the designation of who is an eligible participant to extend the term of an option held by an insider, to increase any limit on grants of options to insiders of the Company,or eligible assignee, to change the participation limits in any given year for non-executive directors or to decreasegrant additional powers to the prices at which options can be exercised orBoard to amend the amending provisions of the Stock Option Plan or entitlements can be made without first obtaining the approval of the Company's shareholders. In response to a TSX staff notice regarding amendments to security based compensation arrangements, the Stock Option Plan was amended in 2007 such that where the Company has imposed trading restrictions on directors and officers that fall within ten trading days of the expiry of an option,Option, such option'sOption's expiry date shall be the tenth day following the termination of such restrictions. The Stock Option Plan does not expressly entitle participants to convert an optionOption into a stock appreciation right.

    Under the Stock Option Plan, only eligible persons who are not directors or officers of the Company are entitled to receive loans (on a non-recourse or limited recourse basis or otherwise), guarantees or other support arrangements from the Company to facilitate optionOption exercises. During 2009,2012, no loans, guarantees or other financial assistance waswere provided under the plan.Stock Option Plan.

    The number of common shares currently reserved for issuance under the Stock Option Plan is 9,802,56514,099,411 common shares (comprised of 8,395,64511,750,991 common shares relating to optionsOptions issued but unexercised and 1,406,9202,348,420 common shares relating to optionsOptions available to be issued), being 6.26%representing 8.2% of the Company's 156,714,381172,501,169 common shares issued and outstanding as at March 22, 2010.11, 2013.


    In 2012, officers exercised Options to receive notional proceeds of, in aggregate, C$1,185,380.50 (7 people) (C$4,089,391 (7 people) in 2011); C$21,775,538 (17 people) in 2010). In 2012, the Company received proceeds from the exercise of Options in the amount of C$6,360,030 (C$3,822,087 in 2011 and C$76,129,773 in 2010).

    The following table sets out the value vested during the most recently completed financial year of the Company of incentive plan awards granted to the Named Executive Officers.


    Incentive Plan Awards Table  Value Vested or Earned During Fiscal Year 20092012

    NameOption-Based
    Awards –
    Value Vested
    During the Year
    Share-Based
    Awards –
    Value Vested
    During the Year
    Non-Equity
    Incentive Plan
    Compensation –
    Value Earned
    During the Year

    (C$)(C$)(C$)
    Sean Boydniln/a3,000,000

    David Smithniln/a495,000

    Ammar Al-Joundiniln/anil

    Alain Blackburnniln/a393,000

    Donald G. Allanniln/a426,000

    R. Gregory Laingniln/a417,000

    132            AGNICO-EAGLE MINES LIMITED

    Table of Contents


    Name
     Options-Based Awards —
    Value Vested
    During the Year
     Share-Based Awards —
    Value Vested
    During the Year
     Non-Equity
    Incentive Plan Compensation —
    Value Earned
    During the Year
     
     
     (C$)
     (C$)
     (C$)
     

    Sean Boyd

      1,726,250 n/a  1,175,000 

    Eberhard Scherkus

      510,188 n/a  596,000 

    David Garofalo

      323,813 n/a  314,000 

    Alain Blackburn

      323,813 n/a  260,000 

    Daniel Racine

      748,100 n/a  175,000 

    The following table sets out the outstanding optionOption awards of the Named Executive Officers as at December 31, 2009.2012.


    Outstanding Incentive Plan Awards Table

     Option-Based Awards Share-Based Awards
     
     
    NameNumber of
    Securities
    Underlying
    Unexercised
    Options
     Option
    Exercise
    Price
     Option
    Expiration
    Date
     Value of
    Unexercised
    In-The-Money
    Options(1)
     Number of
    Shares or
    Units of
    Shares
    that have
    not Vested
     Market or
    Payout Value
    of Share Based
    Awards
    that have
    not Vested(1)
     Market or
    Payout Value
    of Vested
    Share Based
    Awards
    not Paid Out
    or Distributed
     

     (#) (C$)   (C$) (#) (C$) (C$) 
    Sean Boyd200,000 54.42 1/2/2013 nil 24,660 1,285,525.80 nil 
     250,000 62.77 1/2/2014 nil       
     300,000 56.92 1/4/2015 nil       
     240,000 76.60 1/4/2016 nil       
     325,000 37.05 1/3/2017 4,901,000       

    David Smith15,000 54.42 1/2/2013 nil 12,330 642,762.90 nil 
     65,000 62.77 1/2/2014 nil       
     65,000 56.92 1/4/2015 nil       
     60,000 76.60 1/4/2016 nil       
     75,000 37.05 1/7/2017 1,131,000       

    Ammar Al-Joundi75,000 69.44 9/1/2015 nil nil nil nil 
     60,000 76.60 1/4/2016 nil       

    Alain Blackburn39,750 54.42 1/2/2013 nil 12,330 642,762.90 nil 
     100,000 62.77 1/2/2014 nil       
     100,000 56.92 1/4/2015 nil       
     60,000 76.60 1/4/2016 nil       
     75,000 37.05 1/3/2017 1,131,000       

    Donald G. Allan30,000 54.42 1/2/2013 nil 12,330 642,762.90 nil 
     75,000 62.77 1/2/2014 nil       
     75,000 56.92 1/4/2015 nil       
     60,000 76.60 1/4/2016 nil       
     56,250 37.05 1/3/2017 848,250       

    R. Gregory Laing60,000 54.42 1/2/2013 nil 12,330 642,762.90 nil 
     75,000 62.77 1/2/2014 nil       
     75,000 56.92 1/4/2015 nil       
     60,000 76.60 1/4/2016 nil       
     75,000 37.05 1/3/2017 1,131,000       

    Note:

     
      
      
      
      
     Share-Based Awards
     
      
      
      
      
      
     Market or
    Payout Value
    of Share-Based
    Awards
    that have
    not Vested
     
     Option-Based Awards  
     
     Number of Shares
    or Units of Shares
    that have not
    Vested
    Name
     Number of Securities
    Underlying
    Unexercised Options
     Option
    Exercise
    Price
     Option
    Expiration
    Date
     Value of Unexercised
    In-The-Money
    Options(1)
     
     (#)
     (C$)
      
     (C$)
     (#)
     (C$)

    Sean Boyd

      40,000  23.02  1/3/2011  1,356,000 nil nil

      100,000  48.09  1/2/2012  883,000    

      200,000  54.42  1/2/2013  500,000    

      250,000  62.77  1/2/2014  nil    

    Eberhard Scherkus

      75,000  48.09  1/2/2012  662,250 nil nil

      125,000  54.42  1/2/2013  312,500    

      175,000  62.77  1/2/2014  nil    

    David Garofalo

      50,000  48.09  1/2/2012  441,500 nil nil

      75,000  54.42  1/2/2013  187,500    

      100,000  62.77  1/2/2014  nil    

    Alain Blackburn

      22,500  48.09  1/2/2012  198,675 nil nil

      75,000  54.42  1/2/2013  187,500    

      100,000  62.77  1/2/2014  nil    

    Daniel Racine

      3,000  15.96  10/26/10  122,882 nil nil

      30,000  23.02  1/3/2011  1,017,000    

      40,000  48.09  1/2/2012  353,200    

      35,000  39.18  5/8/2012  620,900    

      50,000  54.42  1/2/2013  125,000    

      10,000  66.74  6/26/2013  nil    

      75,000  62.77  1/2/2014  nil    

    (1)
    Based on a closing price of the Company's shares on the TSX of C$56.9252.13 on December 31, 2009.2012. On December 31, 20092012, the Noon Buying Rate was C$1.00 equals US$0.9555.1.0051.

    2012 ANNUAL REPORT            133

    Table of Contents


    The following table shows,sets out, as at December 31, 2009,2012, compensation plans under which equity securities of Agnico-Eaglethe Company are authorized for issuance from treasury. The information has been aggregated by plans approved by shareholders and plans not approved by shareholders of(of which there are none.none).


    Equity Compensation Plan Information

    Plan Category Number of securities
    to be issued on
    exercise of
    outstanding options
     Weighted average
    exercise price of
    outstanding options
     Number of securities
    remaining available for
    future issuances under
    equity compensation plans
     

    Plan Category
     Number of securities
    to be issued on
    exercise of
    outstanding options
     Weighted average
    exercise price of
    outstanding options
     Number of securities
    remaining available for
    future issuances under
    equity compensation plans
     

    Equity compensation plans approved by shareholders

     5,707,940 C$53.85 4,155,750  10,587,126 C$56.60 3,717,785 


    Equity compensation plans not approved by shareholders

     Nil Nil Nil  nil nil nil 


    Employee Share Purchase Plan

    In 1997, the shareholders of Agnico-Eaglethe Company approved the Employee Share Purchase Plan to encourage directors, officers and full-time employees of Agnico-Eaglethe Company to purchase common shares of Agnico-Eagle.the Company. In 2009, the Employee Share Purchase Plan was amended to prohibit non-executive directors from participating in the plan. Full-time employees who have been continuously employed by Agnico-Eaglethe Company or its subsidiaries for at least twelve months are eligible at the beginning of each fiscal year to elect to participate in the Employee Share Purchase Plan. Eligible employees may contribute up to 10% of their basic annual salary through monthly payroll deductions or quarterly payments by cheque. Agnico-EagleThe Company contributes an amount equal to 50% of the individual's contributions and issues common shares whichthat have a market value equal to the total contributions (individual and Company) under the Employee Share Purchase Plan. In 2008, the shareholders of Agnico-Eaglethe Company approved an amendment to the Employee Share Purchase Plan to increase the number of shares available under such plan to 5,000,000 common shares. Of the 5,000,000 common shares approved, Agnico-Eaglethe Company has, as ofat March 22, 2010, reserved 2,740,50411, 2013, 1,643,794 common shares remaining for issuance under the Employee Share Purchase Plan.

    Pension Plan Benefits

            Two individual Retirement Compensation Arrangement Plans (the "RCA Plans") for Mr. Boyd and Mr. Scherkus provide pension benefits which are generally equal (on an after-tax basis) to what the pension benefits would be if they were provided directly from a registered pension plan. There are no pension benefit limits under the RCA Plans. The RCA Plans provide an annual pension at age 60 equal to 2% of the executive's final three-year average pensionable earnings for each year of continuous service with the Company, less the annual pension payable under the Company's basic defined contribution pension plan (the "Basic Plan"). The pensionable earnings for the purposes of the RCA Plans consist of all basic remuneration and do not include benefits, bonuses, automobile or other allowances, or unusual payments. Payments under the RCA Plans are secured by a letter of credit from a Canadian chartered bank. Mr. Boyd and Mr. Scherkus may retire early, any time after reaching age 55, with a benefit based on service and final average earnings at the date of retirement and with no early retirement reduction. The Company does not have a policy to grant extra years of service under its pension plans.

            The following table sets out the benefits to Mr. Boyd and Mr. Scherkus and the associated costs to the Company in excess of the costs under the Company's Basic Plan.

    Defined Benefit Plans Table

     
      
     Annual Benefits
    Accrued
      
      
      
      
     
     
      
     Accrued
    Obligation
    at the Start
    of the Year
      
      
      
     
    Name
     Number of
    Years of
    Service(1)
     At Year
    End(1)
     At age 60 Compensatory
    Change
     Non-
    Compensatory
    Change
     Accrued
    Obligation
    at Year End
     
     
     (#)
     (C$)
     (C$)
     (C$)
     (C$)
     (C$)
     (C$)
     

    Sean Boyd

      24  663,331  924,991  2,979,205  794,877  212,389  3,986,471 

    Eberhard Scherkus

      24  325,235  361,881  2,616,889  203,010  283,551  3,103,450 

    (1)
    As at December 31, 2009

            The Basic Plan provides pension benefits to employees of Agnico-Eaglethe Company generally, including the Named Executive Officers. Under the Basic Plan, the Company contributes an amount equal to 15% of theeach designated executive's pensionable earnings (including salary and short-term bonus) of each designated executive (at the level of Vice-President or above) to the Basic Plan. Previously, 5% was contributed under the Basic Plan, with the balance contributed under the Supplemental Plan (discussed below) to reach 15%. Currently, 15% is contributed under the Basic Plan, up to the maximum governmental allowance, and the balance required to reach 15% of pensionable earnings is contributed under the Supplemental Plan. The Company's contributions, together with the participant's contributions cannot exceed the money purchase limit, as defined in theIncome Tax Act (Canada). Upon termination, of the participant's employment, the Company's contribution to the Basic Plan ceases and the participant is entitled to a pension benefit in the amount of the vested account balance. All contributions to the Basic Plan are invested in a variety of funds offered by the plan administrator, at the direction of the participant.

    In addition to the Basic Plan, effective January 1, 2008, in line with the Company's compensation policy that compensation must be competitive in order to help attract and retain the executives needed to lead and grow the Company's business and to address the weakness of the Company's retirement benefits when compared to its peers in the gold production industry, the Company adopted the Supplemental Defined Contribution Plana supplemental defined contribution plan (the "Supplemental Plan") for designated executives at the level of Vice-President or above. On December 31 of each year, the Company credits each designated executive's account an amount equal to 15% of the designated executive's pensionable earnings for the year (including salary and short-termshort term bonus), less the Company's contribution to the Basic Plan. In addition, on December 31 of each year, the Company will credit each designated executive's account a notional investment return equal to the balance of such designated executive's account at the beginning of the year multiplied by the yield rate for Government of Canada marketable bonds with average yields over ten years. Upon retirement, after attaining the minimum age of 55, the designated executive's account will be paid out in either (a) five annual installments subsequent to the date of retirement, or (b) aby way of lump sum payment, at the executive's option. If the designated executive's employment is terminated prior to reaching the age of 55, such designated executive will receive, by way of lump sum payment, the total amount credited to his or her account.

    134            AGNICO-EAGLE MINES LIMITED

    Table of Contents


    The individual Retirement Compensation Arrangement Plan (the "RCA Plan") for Mr. Boyd provides pension benefits which are generally equal (on an after-tax basis) to what the pension benefits would be if they were provided directly from a registered pension plan. There are no pension benefit limits under the RCA Plan. The RCA Plan provides an annual pension at age 60 equal to 2% of the executive's final three-year average pensionable earnings for each year of continuous service with the Company, less the annual pension payable under the Basic Plan. The pensionable earnings for the purposes of the RCA Plan consists of all basic remuneration and do not include benefits, bonuses, automobile or other allowances, or unusual payments. Payments under the RCA Plan are secured by a letter of credit from a Canadian chartered bank. Mr. Boyd may retire early, any time after reaching age 55, with a benefit based on service and final average earnings at the date of retirement, with no early retirement reduction. The Company does not have a policy to grant extra years of service under its pension plans.

    The following table sets out the benefits to Mr. Boyd and the associated costs to the Company in excess of the costs under the Company's Basic Plan.


    Defined Benefit Plan Table

        Annual Benefits
    Accrued
             
        
             
    Name Number of
    Years of
    Service(1)
     At Year
    End(1)
     At age 60 Accrued
    Obligation at
    the Start of
    the Year(2)
     Compensatory
    Change(3)
     Non-
    Compensatory
    Change(4)
     Accrued
    Obligation at
    Year End(5)
     

      (#) (C$) (C$) (C$) (C$) (C$) (C$) 
    Sean Boyd 27 765,223 1,079,902 7,909,256 1,495,617 1,251,952 10,656,825 

    Notes:

    (1)
    As at December 31, 2012.

    (2)
    The actuarial valuation methods and assumptions that the Company applied in quantifying the accrued obligation at the start of the year are the same as those set out in note 6 to the Company's annual audited consolidated financial statements for the year ended December 31, 2011.

    (3)
    Includes the value of the pension earned during the year, the impact of any plan amendments and of any differences between actual and assumed compensation.

    (4)
    Includes the impact of interest accruing on the beginning-of-year obligation and changes in the actuarial assumptions and other experience gains and losses.

    (5)
    The actuarial valuation methods and assumptions that the Company applied in quantifying the accrued obligation at year end are the same as those set out in note 6 to the Company's annual audited consolidated financial statements for the year ended December 31, 2012.

    The following tables set forthout summary information about the Basic Plan and the Supplemental Plan for each of the Named Executive Officers as at December 31, 2009.2012.


    Defined ContributionsContribution Plan Table  Basic Plan

    Name Accumulated Value
    at Start of Year
     Compensatory(1) Non-
    Compensatory(2)
     Accumulated Value
    at Year End
     

      (C$) (C$) (C$) (C$) 
    Sean Boyd 392,972 23,820 34,110 450,902 

    David Smith 114,126 23,820 10,187 148,133 

    Ammar Al-Joundi 40,950 23,820 451 65,221 

    Alain Blackburn 286,328 23,820 29,529 339,677 

    Donald G. Allan 183,762 23,820 21,066 228,648 

    R. Gregory Laing 121,840 23,820 11,742 157,402 

    Notes:

    Name
     Accumulated Value
    at Start of Year
     Compensatory Non-
    Compensatory
     Accumulated Value
    at Year End
     
     
     (C$)
     (C$)
     (C$)
     (C$)
     

    Sean Boyd

      272,813 nil  72,664  345,477 

    Eberhard Scherkus

      294,606 nil  28,652  323,258 

    David Garofalo

      147,933 nil  51,958  199,891 

    Alain Blackburn

      160,142 nil  72,141  232,283 

    Daniel Racine

      121,142 nil  24,355  145,497 

    Defined Contributions Table — Supplemental Plan

    Name
     Accumulated Value
    at Start of Year
     Compensatory Non-
    Compensatory
     Accumulated Value
    at Year End
     
     
     (C$)
     (C$)
     (C$)
     (C$)
     

    Sean Boyd(1)

      nil nil  nil  nil 

    Eberhard Scherkus(1)

      nil nil  nil  nil 

    David Garofalo

      65,550 89,274  nil  154,824 

    Alain Blackburn

      50,250 70,050  nil  120,300 

    Daniel Racine

      47,850 57,202  nil  105,052 

    (1)
    Messrs.Includes the total amount contributed by the Company to the member's account during 2012.

    (2)
    Includes all investment income earned on the member's account balances during 2012.

    2012 ANNUAL REPORT            135

    Table of Contents



    Defined Contribution Plan Table – Supplemental Plan

    Name Accumulated Value
    at Start of Year
     Compensatory(1) Non-
    Compensatory(2)
     Accumulated Value
    at Year End
     

      (C$) (C$) (C$) (C$) 
    Sean Boyd(3) nil nil nil nil 

    David Smith 199,805 120,324 4,536 324,665 

    Ammar Al-Joundi 119,080 20,920 1,441 141,441 

    Alain Blackburn 315,664 104,130 7,166 426,960 

    Donald G. Allan 288,962 109,080 6,559 404,601 

    R. Gregory Laing 276,981 106,230 6,287 389,498 

    Notes:

    (1)
    Includes the total amount notionally credited by the Company to the member's account during 2012. There was no above market investment income credited under the Supplemental Plan.

    (2)
    Includes all investment income earned on the member's notional account balances during 2012.

    (3)
    Mr. Boyd and Scherkus dodoes not participate in the Supplemental Plan.

    In 20082012, the Company's Human Resources department conducted an internal market analysis using publicly available information from the Company's peer group and surveys provided by different compensation firms, notably the PricewaterhouseCoopers LLP 2012 "Mining Industry Salary Survey – Corporate Report". The information was used by the Compensation Committee and the Board of Directors in recommending and approving the salary adjustments to market and the bonus targets for the Company's senior executives.

    The Compensation Committee also retained Mercer (Canada) LimitedMeridian Compensation Partners in 2012 to provide consulting services onwith respect to designing a structure to better align the Vice-Chairman, President and Chief Executive Officer's compensation with the interests of the Company's executiveshareholders and director compensation and to provide support for the implementationperformance of (i) the Supplemental Plan and (ii) Agnico-Eagle's restricted share unit program for Agnico-Eagle's staff worldwide.Company's common shares.


    Executive Compensation-Related Fees

    Name of Firm Year Amount Paid for
    Compensation-Related
    Services
     

        (C$) 
    Mercer (Canada) Limited 2011 29,275 

    Meridian Compensation Partners 2012 16,419 

    Employment Contracts/Termination Arrangements

            Agnico-EagleThe Company has employment agreements with all of its executive officers whichthat provide for an annual base salary, bonus and certain pension, health, dental and other insurance and automobile benefits. These amounts may be increased at the discretion of the Board of Directors upon the recommendation of the Compensation Committee. For the current2012 base salary for each Named Executive Officer, see "Summary Compensation Table" above. If the individual agreements are terminated other than for cause, death or disability, or upon their resignation following certain events, all of the Named Executive Officers would be entitled to a payment equal to two and one-half times thetheir annual base salary at the date of termination plus an amount equal to two and one-half times thetheir annual bonus (averaged over the preceding two years but not including options)Options) and a continuation of benefits for up to two and one-half years (or, at the election of the employee, the amount equal to the Company's cost in providing such benefits) or until the individual commences new employment. Certain events that would trigger a severance payment are:

      termination of employment without cause;

      substantial alteration of responsibilities;

    136            

    AGNICO-EAGLE MINES LIMITED

    Table of Contents


        reduction of base salary or benefits;

        office relocation of greater than 100 kilometres;

        failure to obtain a satisfactory agreement from any successor to assume the individual's employment agreement or provide the individual with a comparable position, duties, salary and benefits; or

        any change in control of the Company.

      If a severance payment triggering event had occurred on December 31, 2009,2012, the severance payments that would be payable to each of the Named Executive Officers, other than Mr. Al-Joundi, would be approximately as follows: Mr. Boyd  C$4,814,410;8,544,250; Mr. Scherkus —Smith – C$2,969,860; Mr. Garofalo — C$1,957,610;2,256,025; Mr. Blackburn  C$1,627,360;2,127,208; Mr. Allan – C$2,218,250; and Mr. Racine —Laing – C$1,471,735.2,137,000.

      Other than Mr. Boyd, none of the directors of the Company are party to a service contract with the Company or any of its subsidiaries that provides for benefits payable to such director upon termination of employment.


      Compensation of Directors and Other Information

      Mr. Boyd, who is a director and the Vice-Chairman, President and Chief Executive Officer of the Company, Mr. Scherkus, who is a director and the President and Chief Operating Officer of the Company, and Mr. Garofalo, who is a director and the Senior Vice-President, Finance and Chief Financial Officer of the Company, dodoes not receive any remuneration for theirhis services as directorsdirector of the Company.

      The tablestable below summarizesets out the annual retainers (annual retainers for the Chairs of the Board of Directors and other Committees are in addition to the base annual retainer) and attendance fees paid to the other directors during the year ended December 31, 2009.2012. Directors do not receive meeting attendance fees.


      Compensation during the period between
      January 1, 2009 and June 30, 2009(1)

      Annual Board retainer (base)

        C$55,000Compensation during
      the year ending
      December 31, 2012
       


      Annual Board retainer (base)C$120,000

      Additional Annual retainer for Chairman of the Board

       C$70,000120,000 


      Additional Annual retainer for Chairman of the Audit Committee

       C$25,000 


      Additional Annual retainer for ChairpersonsChairs of other Board Committees

       C$10,000 

      Board/Committee meeting attendance fee

      C$1,500

      (C$2,500 maximum per day, if more than one meeting)



      (1)
      Retainers prorated for six months.

              DirectorEffective as of July 1, 2011, director compensation was reviewedamended to more closely align the equity component of director compensation with shareholder interests by discontinuing the former practice of granting Options to non-executive directors and adjustedreplacing such Option grants with grants of RSUs. As the value of RSUs tracks the value of the Company's common shares, the equity value of director compensation will now correspond directly with share price movements, thereby more closely aligning director and shareholder interests.

      In January 2012 and 2013, each director was entitled to receive an annual grant of 3,000 RSUs (the Chairman of the Board was entitled to receive 4,000 RSUs in July 2009 as set out2012 and 5,000 RSUs in 2013). However, if a director meets the table below.minimum share ownership requirement (as described under "Director Shareholding Guidelines" below), he or she can elect to receive cash in lieu of a portion of the RSUs to be granted, subject to receipt of a minimum annual grant of 1,000 RSUs.

      Director Shareholding Guidelines


      Compensation during the period between
      July 1, 2009 and December 31, 2009(1)

      Annual Board retainer (base)

      C$115,000

      Additional Annual retainer for Chairman of the Board

      C$125,000

      Additional Annual retainer for Chairman of the Audit Committee

      C$25,000

      Additional Annual retainer for Chairpersons of other Board Committees

      C$10,000

      Meeting attendance fees were eliminated


      (1)
      Retainers prorated for six months.

      To more closely align the interests of directors with those of shareholders, directors other(other than Mr. Boyd, Mr. Scherkus and Mr. Garofalo,Boyd) are required to own the equivalenta minimum of at least three years of their annual retainer fee in10,000 common shares of Agnico-Eagle.the Company and/or RSUs. Directors have a period of threethe later of: (i) two years from the date of adoption of this policy (that is, August 24, 2013) or (ii) five years from the date of joining the Board, to achieve this ownership level through open market purchases. In addition, each director is eligible to be granted options under Agnico-Eagle's Stock Option Plan. Individualpurchases of common shares, grants are determined annually byof RSUs or the Compensation Committee based on performance evaluations for each director and are subject to an annual limitexercise of Options held.

      As of March 11, 2013, all of the lesser of: (a) 1%directors have satisfied the minimum share ownership requirement, other than Dr. Riley who has until January 1, 2016 and Ms. Celej who has until February 14, 2016 (five years from the date each became a director) to satisfy the minimum share ownership requirement.

      2012 ANNUAL REPORT            137

      Table of the common shares outstanding at any point in time; and (b) an annual equity award value per director of C$100,000.Contents


      The table below sets out the number and the value of common shares and RSUs held by each director of the Company as of March 22, 2010Company.

        Aggregate common shares and RSUs owned by each director and
      aggregate value thereof as at March 11, 2013
        
      Name Aggregate
      Number of
      Common
      Shares
       Aggregate
      Value of
      Common
      Shares(1)
       Aggregate
      Number of
      RSUs
       Aggregate
      Value of
      RSUs(1)
       Deadline to
      meet Guideline
       

        (#) (C$) (#) (C$)   
      Leanne M. Baker 5,500 220,000 6,000 240,000 Meets Guideline 

      Douglas R. Beaumont 17,960 718,400 2,000 80,000 Meets Guideline 

      Sean Boyd 41,142 1,645,680 124,660 4,986,400 Meets CEO Guideline(2) 

      Martine A. Celej 2,000 80,000 6,000 240,000 February 14, 2016 

      Clifford J. Davis 6,000 240,000 6,000 240,000 Meets Guideline 

      Robert J. Gemmell 10,000 400,000 6,000 240,000 Meets Guideline 

      Bernard Kraft 12,657 506,280 2,000 80,000 Meets Guideline 

      Mel Leiderman 6,000 240,000 6,000 240,000 Meets Guideline 

      James D. Nasso 18,289 731,560 5,000 200,000 Meets Guideline 

      Sean Riley 2,000 80,000 6,000 240,000 January 1, 2016 

      John Merfyn Roberts 6,000 240,000 6,000 240,000 Meets Guideline 

      Howard R. Stockford 7,068 282,720 4,000 160,000 Meets Guideline 

      Pertti Voutilainen 14,800 592,000 2,000 80,000 Meets Guideline 

      Notes:

      (1)
      The valuation is calculated based on the closing price of the commonCompany's shares of C$58.50 on the TSX of C$40.00 on such day.March 11, 2013.

      (2)
      Mr. Boyd is subject to the Chief Executive Officer shareholding requirements set out under "– Share Ownership" below.

      138            AGNICO-EAGLE MINES LIMITED

       
       Aggregate common shares owned by
      directors and aggregate value thereof
      as of March 22, 2010
       
      Name
       Aggregate
      Common Shares
       Aggregate Value of
      Common Shares
      (C$)
       

      Leanne M. Baker

        4,000  234,000 

      Douglas R. Beaumont

        14,167  828,770 

      Sean Boyd

        100,820  5,897,970 

      Clifford J. Davis

        2,900  169,650 

      David Garofalo

        26,191  1,532,174 

      Bernard Kraft

        12,656  740,376 

      Mel Leiderman

        4,000  234,000 

      James D. Nasso

        18,189  1,064,057 

      John Merfyn Roberts

        5,500  321,750 

      Eberhard Scherkus

        59,743  3,494,966 

      Howard Stockford

        5,568  325,728 

      Pertti Voutilainen

        11,500  672,750 

      The following table sets out the compensation provided to the members of the Board of Directors, other than Mr. Boyd, Mr. Scherkus and Mr. Garofalo, for the Company's most recently completed financial year.


      Director Compensation and Table – 2012

      Name Fees
      Earned
       Share-
      Based
      Awards(1)
       Option-
      Based
      Awards(2)
       Non-Equity
      Incentive Plan
      Compensation(3)
       Pension
      Value
       All Other
      Compensation
       Total(4) 

        (C$) (C$) (C$) (C$) (C$) (C$) (C$) 
      Leanne M. Baker 145,000 114,060 n/a n/a n/a n/a 259,060 

      Douglas R. Beaumont 120,000 38,020 n/a 81,100 n/a n/a 239,120 

      Martine A.Celej 120,000 114,060 n/a n/a n/a n/a 234,060 

      Clifford J. Davis 130,000 114,060 n/a n/a n/a n/a 244,060 

      Robert Gemmell 130,000 114,060 n/a n/a n/a n/a 244,060 

      Bernard Kraft 120,000 38,020 n/a 81,100 n/a n/a 239,120 

      Mel Leiderman 120,000 114,060 n/a n/a n/a n/a 234,060 

      James D. Nasso 240,000 152,080 n/a n/a n/a n/a 392,080 

      John Merfyn Roberts 130,000 114,060 n/a n/a n/a n/a 244,060 

      Sean Riley 120,000 114,060 n/a n/a n/a n/a 234,060 

      Howard R. Stockford 120,000 114,060 n/a n/a n/a n/a 234,060 

      Pertti Voutilainen 120,000 38,020 n/a 81,100 n/a n/a 239,120 

      Notes:

      Name
       Fees
      Earned
       Share-Based
      Awards
       Option-Based
      Awards(1)(2)
       Non-Equity
      Incentive Plan
      Compensation
       Pension
      Value
       All Other
      Compensation
       Total(3) 
       
       (C$)
       (C$)
       (C$)
       (C$)
       (C$)
       (C$)
       (C$)
       

      Leanne M. Baker

        113,500 n/a  98,360 n/a n/a n/a  211,860 

      Douglas R. Beaumont

        114,500 n/a  98,360 n/a n/a n/a  212,860 

      Clifford J. Davis

        104,500 n/a  98,360 n/a n/a n/a  202,860 

      Bernard Kraft

        103,500 n/a  98,360 n/a n/a n/a  201,860 

      Mel Leiderman

        125,000 n/a  98,360 n/a n/a n/a  223,360 

      James D. Nasso

        202,000 n/a  98,360 n/a n/a n/a  300,360 

      John Merfyn Roberts

        103,500 n/a  98,360 n/a n/a n/a  201,860 

      Howard Stockford

        114,500 n/a  98,360 n/a n/a n/a  212,860 

      Pertti Voutilainen

        103,500 n/a  98,360 n/a n/a n/a  201,860 

      (1)
      For a discussionThe valuation of the key assumptions underlyinggrants of RSUs was calculated based on the valueclosing price of the option-based awards see Note 1Company's common shares on the TSX of C$38.02 on January 4, 2012, the day prior to the "Summary Compensation Table".date of the grant.

      (2)
      Option-based awards givenare no longer granted to non-executive directors will be limited to the lesser of: (a) 1% of the outstanding shares at any given point in time; and (b) an annual equity award value of C$100,000.directors.

      (3)
      PresentedA director who satisfies the minimum shareholding requirement may elect to receive cash in lieu of a portion of his or her grant of RSUs.

      (4)
      Set out in Canadian dollars. On December 31, 20092012 the Noonnoon buying rate as reported by the Bank of Canada (the "Noon Buying RateRate") was C$1.00 equals US$0.9555.$1.0051.

      2012 ANNUAL REPORT            139

      Table of Contents


      The following table sets out the value vested during the most recently completed financial year of the Company of incentive plan awards granted to the directors of the Company, other than Mr. Boyd, Mr. Scherkus and Mr. Garofalo.Boyd.


      Incentive Plan Awards Table  Value Vested During Fiscal Year 20092012

      Name
      Options-Based Option-Based
      Awards 
      Value Vested
      During the Year
      Share-Based
      Awards 
      Value Vested
      During the Year
      Non-Equity
      Incentive Plan Compensation —
      Compensations –
      Value Earned
      During the Year

      (C$)
      (C$)
      (C$)

      Leanne M. Baker


        60,688(1)(C$)n/a n/a

      Douglas R. Beaumont(C$)

       (C$)378,988
      Leanne M. Baker4,520nil n/a 
      n/a

      Clifford J. Davis

      Douglas R. Beaumont
       nil53,208nil n/a 
      n/a

      Bernard Kraft

      Martine A. Celej
       nil378,988nil n/a 
      n/a

      Mel Leiderman

      Clifford J. Davis
       143,064157,013nil n/a 
      n/a

      James D. Nasso

      Robert Gemmell
       nil377,794nil n/a 
      n/a

      John Merfyn Roberts

      Bernard Kraft
       nil53,208nil n/a 
      n/a

      Howard Stockford

      Mel Leiderman
       nil157,013nil n/a 
      n/a

      Pertti Voutilainen

      James D. Nasso
       nil157,013nil n/a 

      Sean Rileynilniln/a

      John Merfyn Roberts143,064niln/a

      Howard R. Stockfordnilniln/a

      Pertti Voutilainennilniln/a


      (1)
      Value

      140            AGNICO-EAGLE MINES LIMITED

      Table of Dr. Baker's awards are in United States dollars.


      Contents


      The following table sets out the outstanding optionOption awards and RSUs of the directors of the Company, other than Mr. Boyd, Mr. Scherkus and Mr. Garofalo, as at December 31, 2009.2012.


      Outstanding Incentive Plan Awards Table – 2012

        Option-Based Awards Share-Based Awards
        
       
      Name Number of
      Securities
      Underlying
      Unexercised
      Options
       Option
      Exercise
      Price
       Option
      Expiration
      Date
       Value of
      Unexercised
      In-The-Money
      Options(1)
       Number of
      Shares or Units
      of Shares that
      have not Vested
       Market or
      Payout Value of
      Share-Based
      Awards that
      have not Vested(1)
       

        (#) (C$)   (C$) (#) (C$) 
      Leanne M. Baker 35,000 54.63(2)1/2/2013 4,520(2)3,000 156,390(2) 
        4,000 51.33(2)1/4/2014       
        6,120 54.00(2)1/2/2015       
        5,824 76.70(2)1/4/2016       

      Douglas R. Beaumont 35,000 54.42 1/2/2013 nil 1,000 52,130 
        4,000 62.77 1/2/2014       
        6,120 56.92 1/2/2015       
        5,824 76.60 1/4/2016       

      Martine A. Celej 4,721 70.26 2/21/2016 nil 3,000 156,390 

      Clifford J. Davis 1,800 33.26 11/3/2013 143,064 3,000 156,390 
        4,000 62.77 1/2/2014       
        6,120 56.92 1/4/2015       
        5,824 76.60 1/4/2016       

      Robert Gemmell 5,824 76.60 1/4/2016 nil 3,000 156,390 

      Bernard Kraft 4,000 62.77 1/2/2014 nil 1,000 52,130 
        6,120 56.92 1/4/2015       
        5,824 76.60 1/4/2016       

      Mel Leiderman 7,500 54.42 1/2/2013 nil 3,000 156,390 
        4,000 62.77 1/2/2014       
        6,120 56.92 1/4/2015       
        5,824 76.60 1/4/2016       

      James D. Nasso 53,000 54.42 1/2/2013 nil 4,000 208,520 
        4,000 62.77 1/2/2014       
        6,120 56.92 1/4/2015       
        5,824 76.60 1/4/2016       

      Sean Riley 5,824 76.60 1/1/2016 nil 3,000 156,390 

      John Merfyn Roberts 7,200 33.26 11/3/2013 143,064 3,000 156,390 
        4,000 62.77 1/2/2014       
        6,120 56.92 1/4/2015       
        5,824 76.60 1/4/2016       

      Howard R. Stockford 4,000 62.77 1/2/2014 nil 3,000 156,390 
        6,120 56.92 1/4/2015       
        5,824 76.60 1/4/2016       

      Pertti Voutilainen 35,000 54.42 1/2/2013 nil 1,000 52,130 
        4,000 62.77 1/2/2014       
        6,120 56.92 1/4/2015       
        5,824 76.60 1/4/2016       

      Notes:

       
        
        
        
        
       Share-Based Awards
       
        
        
        
        
        
       Market or
      Payout Value
      of Share-Based
      Awards
      that have not
      Vested
       
       Option-Based Awards  
       
       Number of Shares
      or Units of Shares
      that have not
      Vested
      Name
       Number of Securities
      Underlying
      Unexercised Options
       Option
      Exercise
      Price
       Option
      Expiration
      Date
       Value of Unexercised
      In-The-Money
      Options(1)
       
       (#)
       (C$)
        
       (C$)
       (#)
       (C$)

      Leanne M. Baker

        25,000  41.24(2) 1/2/2012  319,000(2)nil nil

        35,000  54.63(2) 1/2/2013  nil    

        4,000  51.33(2) 1/2/2014  10,680(2)   

      Douglas R. Beaumont

        7,000  10.40  1/5/2010  325,640 nil nil

        7,500  23.02  1/3/2011  254,250    

        25,000  48.09  1/2/2012  220,750    

        35,000  54.42  1/2/2013  87,500    

        4,000  62.77  1/2/2014  nil    

      Clifford J. Davis

        7,200  33.26  11/3/2013  170,352 nil nil

        4,000  62.77  1/2/2014  nil    

      Bernard Kraft

        7,500  10.40  1/5/2010  348,900 nil nil

        6,250  48.09  1/2/2012  55,188    

        17,500  54.42  1/2/2013  43,750    

        4,000  62.77  1/2/2014  nil    

      Mel Leiderman

        8,000  48.09  1/2/2012  70,640 nil nil

        35,000  54.42  1/2/2013  87,500    

        4,000  62.77  1/2/2014  nil    

      James D. Nasso

        1,875  23.02  1/3/2011  63,563 nil nil

        25,000  48.09  1/2/2012  220,750    

        65,000  54.42  1/2/2013  162,500    

        4,000  62.77  1/2/2014  nil    

      John Merfyn Roberts

        7,200  33.26  11/3/2013  170,352 nil nil

        4,000  62.77  1/2/2014  nil    

      Howard Stockford

        17,500  48.09  1/2/2012  154,525 nil nil

        35,000  54.42  1/2/2013  87,500    

        4,000  62.77  1/2/2014  nil    

      Pertti Voutilainen

        25,000  48.09  1/2/2012  220,750 nil nil

        35,000  54.42  1/2/2013  87,500    

        4,000  62.77  1/2/2014  nil    

      (1)
      Based on a closing price of the Company's shares on the TSX of C$56.9252.13 on December 31, 2009.2012.

      (2)
      ValueThe value of Dr. Baker's awards is in United States dollars and based on a closing price of the Company's shares on the New York Stock Exchange ("NYSE")NYSE of US$54.00$52.46 on December 31, 2009.2012.

      2012 ANNUAL REPORT            141

      Table of Contents


      In 2009, shareholders of Agnico-Eaglethe Company approved an amendment to the Employee Share Purchase Plan to prohibit participation by non-executive directors, formalizing a practice that had been adopted in April 2008 at the time of certain undertakings given to RiskMetrics Group.directors. During the year ended December 31, 2009, Agnico-Eagle2012, the Company issued a total of 3,3301,830 common shares to the followingMr. Boyd (the only executive directorsdirector) under its Employee Share Purchase Plan as follows:Plan.

      Mr. Boyd1,805
      Mr. Scherkus1,525

              Agnico-Eagle will provide healthcare benefits to Mr. Ernest Sheriff until May 2010, which is the fifth anniversary of his resignation from the Board of Directors.


      The following table sets out the attendance of each of the directors to the Board of Directors meetings and the Board of Directors committeeCommittee meetings held in 2009.2012.

      Director
      Board Meetings
      Attended
      Committee Meetings
      Attended


      Leanne M. Baker

       78 of 785 of 5

      Douglas R. Beaumont8 of 8 10 of 10

      Douglas R. Beaumont


      Sean Boyd8 of 8N/A

      Martine A. Celej8 of 85 of 5

      Clifford J. Davis8 of 85 of 5

      Robert Gemmell6 of 85 of 5

      Bernard Kraft 7 of 78 9 of 9


      Mel Leiderman8 of 85 of 5

      James D. Nasso8 of 86 of 6

      John Merfyn Roberts8 of 84 of 4

      Sean Boyd

      Riley
       7 of 78 N/A4 of 5

      Clifford J. Davis


      Howard R. Stockford 78 of 79 of 9

      David Garofalo

      7 of 7N/A

      Bernard Kraft

      7 of 79 of 9

      Mel Leiderman

      7 of 78 10 of 10

      James D. Nasso

       7 of 713 of 13

      John Merfyn Roberts

      7 of 79 of 9

      Eberhard Scherkus

      7 of 7N/A

      Howard Stockford

      7 of 79 of 9

      Pertti Voutilainen

      7 of 7 8 of 84 of 4


      Indebtedness of Directors, Executive Officers and Senior Officers

      There is no outstanding indebtedness to Agnico-Eaglethe Company by any of its officers or directors. The Company's policy is not to make any loans to directors or officers. Agnico-Eagle does not make loans to its directors and officers under any circumstances.


      Directors' and Officers' Liability Insurance

      The Company has purchased, at its expense, directors' and officers' liability insurance policies to provide insurance against possible liabilities incurred by its directors and officers in their capacity as directors and officers of the Company. The premium for these policies for the period from December 31, 20092012 to December 31, 20102013 is C$899,053.1,059,359. The policies provide coverage of up to C$100150 million per occurrence to a maximum of C$100150 million per annum. There is no deductible for directors and officers and a C$250,0002,500,000 deductible for each claim made by the Company (C$1 million deductible for securities claims). The insurance applies in circumstances where the Company may not indemnify its directors and officers for their acts or omissions.


      Board Practices

      The Board and management have been following the developments in corporate governance requirements and best practices standards in both Canada and the United States. As these requirements and practices have evolved, the Company has responded in a positive and proactive way by assessing its practices against these requirements and modifying, or targeting for modification, practices to bring them into compliance with these corporate governance requirements and best practices standards. The Company revises, from time to time, the Board Mandate and the charters for the Audit Committee, the Compensation Committee, the Corporate Governance Committee and the Health, Safety, Environment and Sustainable Development Committee (formerly the Health, Safety and Environment CommitteeCommittee) to reflect the new and evolving corporate governance requirements and what it believes to be best practices standards in Canada and the United States.

      142            AGNICO-EAGLE MINES LIMITED

      Table of Contents


      The Board believes that effective corporate governance contributes to improved corporate performance and enhanced shareholder value. The Company's governance practices reflect the Board's assessment of the governance structure and process which can best serve to realize these objectives in the Company's particular circumstance. The Company's governance practices are subject to review and evaluation through the Board's Corporate Governance Committee to ensure that, as the Company's business evolves, changes in structure and process necessary to ensure continued good governance are identified and implemented.

      The Company is required under the rules of the CSA to disclose its corporate governance practices and provide a description of the Company's system of corporate governance. This Statement of Corporate Governance Practices has been prepared by the Board's Corporate Governance Committee and approved by the Board.


              Additional information on each director standing for election, including other public company boards on which they serve and their attendance record for all Board and Committee meetings during 2009, can be found under "— Directors and Senior Management" and "— Compensation of Directors and Other Information".

      Director Independence

      The Board consists of twelvethirteen directors. The Board has made an affirmative determination that ninetwelve of its twelvethirteen current members are "independent" within the meaning of the CSA rules and the standards of the New York Stock Exchange.NYSE. With the exception of Messrs.Mr. Boyd, Scherkus and Garofalo, all directors are independent of management and free from any interest andor any business whichthat could materially interfere with their ability to act as a director with a view to the best interests of the Company. In reaching this determination, the Board considered the circumstances and relationships with the Company and its affiliates of each of its directors. In determining that all directors except Messrs.Mr. Boyd Scherkus and Garofalo are independent, the Board took into consideration the factfacts that none of the remaining directors areis an officer or employee of the Company or party to any material contract with the Company and that none receives remuneration from the Company in excess ofother than directors' fees and option grants. Messrs.Option grants for service on the Board. Mr. Boyd Scherkus and Garofalo areis considered related because they are officershe is an officer of the Company. All directors, other than Messrs.Mr. Boyd, Scherkus and Garofalo, also meet the independence standard as set out in the Sarbanes-Oxley Act of 2002 ("SOX").SOX.

      The Board regularly meetsmay meet independently of management at the request of any director or may excuse members of management from all or a portion of any meeting where a potential conflict of interest arises or where otherwise appropriate. The Board is scheduled to meetalso meets without management before or after each Board meeting. In addition,meeting, including after each Board meeting held to consider interim and annual financial statements, the Board meets without management.statements. In 2009,2012, the Board met without management at each Board meeting, being seveneight separate occasions, including the four regularly scheduled quarterly meetings.

      To promote the exercise of independent judgment by directors in considering transactions and agreements, any director or officer who has a material interest in the matter being considered wouldmay not be present for discussions relating to the matter and wouldany such director may not participate in any vote on the matter.

      Chairman

      Mr. Nasso is the Chairman of the Board and Mr. Boyd is the Vice-Chairman, President and Chief Executive Officer of the Company. Mr. Nasso is not a member of management. The Board believes that the separation of the offices of Chairman and Chief Executive Officer enhances the ability of the Board to function independently of management and does not foresee that the offices of Chairman and Chief Executive Officer will be held by the same person.

      The Board has adopted a position description for the Chairman of the Board. The Chairman's role is to provide leadership to directors in discharging their duties and obligations as set out in the mandate of the Board. The specific responsibilities of the Chairman include providing advice, counsel and mentorship to the Chief Executive Officer, appointing the Chair of each of the Board's committees and promoting the delivery of information to the members of the Board on a timely basis to keep them fully apprised of all matters which are material to them at all times. The Chairman's responsibilities also include scheduling, overseeing and presiding over meetings of the Board and presiding over meetings of the Company's shareholders.

      Board Mandate

      The Board's mandate is to provide stewardship of the Company, to oversee the management of the Company's business and affairs, to maintain its strength and integrity, to oversee the Company's strategic direction, its organization structure and succession planning of senior management and to perform any other duties required by law. The Board's strategic planning process consists of an annual review of the Company's three-yearfuture business planplans and, from time to time (at(and at least annually), a meeting focused on strategic planning matters. As part of this process, the Board reviews and approves the corporate objectives proposed by the Chief Executive Officer and advises management inon the development of a corporate strategy to achieve those objectives. The Board also reviews the principal risks inherent in the Company's business, including environmental, industrial and financial risks, and assesses the systems to manage these risks. The Board also


      2012 ANNUAL REPORT            143

      Table of Contents



      monitors the performance of senior management against the business plan through a periodic review process (at least every quarter) and reviews and approves promotion and succession matters.

      The Board holds management responsible for the development of long-term strategies for the Company. The role of the Board is to review, question, validate and ultimately approve the strategies and policies proposed by management. The Board relies on management to perform the data gathering, analysis and reporting functions which are critical to the Board for effective corporate governance. In addition, the Vice-Chairman, and Chief Executive Officer, the President and Chief OperatingExecutive Officer, the Senior Vice-President, Finance and Chief Financial Officer, the Senior Vice-President, Corporate Development, the Senior Vice-President, Exploration and the Senior Vice-President, Technical Services report to the Board at least every quarter on the Company's progress in the preceding quarter and on the strategic, operational and financial issues facing the Company.

      Management is authorized to act, without Board approval, on all ordinary course matters relating to the Company's business. Management seeks the Board's prior approval for significant changes in the Company's affairs such as major capital expenditures, financing arrangements and significant acquisitions and divestitures. Board approval is required for any venture outside of the Company's existing businesses and for any change in senior management. Recommendations of committees of the Board require the approval of the full Board before being implemented. In addition, the Board oversees and reviews significant corporate plans and initiatives, including the annual three-year business plan and budget and significant matters of corporate strategy or policy. The Company's authorization policy and risk management policy ensure compliance with good corporate governance practices. Both policies formalize controls over the management or other employees of the Company by stipulating internal approval processes for transactions, investments, commitments and expenditures and, in the case of the risk management policy, establishing objectives and guidelines for metal price hedging, foreign exchange and short-term investment risk management and insurance. The Board, directly and through its Audit Committee, also assesses the integrity of the Company's internal control and management information systems.

      The Board oversees the Company's approach to communications with shareholders and other stakeholders and approves specific communications initiatives from time to time. The Company conducts an active investor relations program. The program involves responding to shareholder inquiries, briefing analysts and fund managers with respect to reported financial results and other announcements by the Company and meeting with individual investors and other stakeholders. Senior management reports regularly to the Board on these matters. The Board reviews and approves the Company's major communications with shareholders and the public, including quarterly and annual financial results, the annual report and the management information circular. The Board has approved a Disclosure Policy which establishes standards and procedures relating to contacts with analysts and investors, news releases, conference calls, disclosure of material information, trading restrictions and blackout periods.

      The Board's mandate is posted on the Company's website atwww.agnico-eagle.com.

      Position Descriptions

      Chief Executive Officer

      The Board has adopted a position description for the Chief Executive Officer, who has full responsibility for the day-to-day operation of the Company's business in accordance with the Company's strategic plan and current year operating and capital expenditure budgets as approved by the Board. In discharging his responsibility for the day-to-day operation of Agnico-Eagle'sthe Company's business, subject to the oversight by the Board, the Chief Executive Officer's specific responsibilities include:

        providing leadership and direction to the other members of Agnico-Eagle'sthe Company's senior management team;

        fostering a corporate culture that promotes ethical practices and encourages individual integrity;

        maintaining a positive and ethical work climate that is conducive to attracting, retaining and motivating top-quality employees at all levels;


        working with the Chairman in determining the matters and materials that should be presented to the Board;

        together with the Chairman, developing and recommending to the Board a long-term strategy and vision for Agnico-Eaglethe Company that leads to enhancement of shareholder value;

        developing and recommending to the Board annual business plans and budgets that support Agnico-Eagle'sthe Company's long-term strategy;

        ensuring that the day-to-day business affairs of Agnico-Eaglethe Company are appropriately managed;

      144            

      AGNICO-EAGLE MINES LIMITED

      Table of Contents


          consistently striving to achieve Agnico-Eagle'sthe Company's financial and operating goals and objectives;

          designing or supervising the design and implementation of effective disclosure and internal controls;

          maintaining responsibility for the integrity of the financial reporting process;

          seeking to secure for Agnico-Eaglethe Company a satisfactory competitive position within its industry;

          ensuring that Agnico-Eaglethe Company has an effective management team below the level of the Chief Executive Officer and has an active plan for management development and succession;

          ensuring, in cooperation with the Chairman and the Board, that there is an effective succession plan in place for the position of Chief Executive Officer; and

          serving as the primary spokesperson for Agnico-Eagle.the Company.

        The Chief Executive Officer is to consult with the Chairman on matters of strategic significance to the Company and alert the Chairman on a timely basis of any material changes or events that may impact upon the risk profile, financial affairs or performance of the Company.

        Chairs of Board Committees

        The Board has adopted written position descriptions for each of the Chairs of the Board's committees, which include the Audit Committee, the Corporate Governance Committee, the Compensation Committee and the Health, Safety, Environment and EnvironmentSustainable Development Committee. The role of each of the Chairs is to ensure the effective functioning of his or her committee and provide leadership to its members in discharging the mandate as set out in the committee's charter. The responsibilities of each Chair include, among others:

          establishing procedures to govern his or her committee's work and ensure the full discharge of its duties;

          chairing every meeting of his or her committee and encourageencouraging free and open discussion at such meetings;

          reporting to the Board on behalf of his or her committee; and

          attending every meeting of shareholders and responding to such questions from shareholders as may be put to the Chair of his or her committee.

        Each of the Chairs is also responsible for carrying out other duties as requested by the Board, depending on need and circumstances.

        Orientation and Continuing Education

                Agnico-EagleThe Corporate Governance Committee is responsible for overseeing the development and implementation of orientation programs for new directors and continuing education for all directors.

        The Company maintains a collection of director orientation materials, which include the Board Mandate, the charters of the Board's committees, a memorandum on the duties of a director of a public company and a glossary of mining and accounting terms. A copy of such materials is given to each director and updated annually.

        The Company holds periodic educational sessions with its directors and legal counsel to review and assess the Board's corporate governance policies. This allows new directors to become familiar with the corporate governance policies of Agnico-Eaglethe Company as they relate to its business. In addition, the Company provides extensive reports on all operations to the directors at each quarterly Board meeting and conducts yearly site tours for the directors at a different mine site each year.

        The Corporate Governance Committee conducts an annual assessment that addresses the performance of the Board, the Board's committees and the individual directors. These assessments help identify opportunities for continuing Board and director development. In addition, it is open to any director to take a continuing education course related to the skill and knowledge necessary to meet his or her obligations as a director at the expense of the Company.

        Ethical Business Conduct

        The Board has adopted a Code of Business Conduct and Ethics, which provides a framework for directors, officers and employees on the conduct and ethical decision-makingdecision making integral to their work. In addition, the Board has adopted a Code of Business Conduct and Ethics for Consultants and Contractors. The Audit Committee is responsible for monitoring


        2012 ANNUAL REPORT            145

        Table of Contents



        responsible for monitoring compliance with these codes of ethics and any waivers or amendments thereto can only be made by the Board or a Board committee. These codes are available onwww.sedar.com.

        The Board has also adopted a Confidential Anonymous Complaint Reporting Policy, which provides procedures for officers and employees who believe that a violation of the Code of Business Conduct and Ethics has occurred to report this violation on a confidential and anonymous basis. Complaints can be made internally to the General Counsel, Senior Vice-President, Legal and Corporate Secretary or the Senior Vice-President, Finance and Chief Financial Officer. Complaints can also be made anonymously by telephone, e-mail or postal letter through a hotline provided by an independent third party service provider. The General Counsel, Senior Vice-President, Legal and Corporate Secretary periodically prepares a written report to the Audit Committee regarding the complaints, if any, received through these procedures.

        The Board believes that providing a procedure for employees and officers to raise concerns about ethical conduct on an anonymous and confidential basis fosters a culture of ethical conduct within the Company.

        Nomination of Directors

        The Corporate Governance Committee, which is comprised entirely of non-management and independent directors, is responsible for participating in the recruitment and recommendation of new nominees for appointment or election to the Board. When considering a potential candidate, the Corporate Governance Committee considers the qualities and skills that the Board, as a whole, should have and assesses the competencies and skills of the current members of the Board. Based on the talent already represented on the Board, the Corporate Governance Committee then identifies the specific skills, personal qualities or experiences that a candidate should possess in light of the opportunities and risks facing the Company. The Corporate Governance Committee maintainsmay maintain a list of potential director candidates for its future consideration and may engage outside advisors to assist in identifying potential candidates. Potential candidates are screened to ensure that they possess the requisite qualities, including integrity, business judgment and experience, business or professional expertise, independence from management, international experience, financial literacy, excellent communications skills and the ability to work well in a team situation. The Corporate Governance Committee also considers the existing commitments of a potential candidate to ensure that such candidate will be able to fulfill his or her duties as a Board member.

        Compensation

        Remuneration is paid to the Company's directors based on several factors, including time commitments, risk, workload and responsibility demanded by their positions. The Compensation Committee periodically reviews and fixes the amount and composition of the compensation of directors. For a summary of remuneration paid to directors, please see "Section 3: Compensation and Other Information — Compensation"Compensation of Directors and Other Information" above and the description of the Compensation Committee below.

        Board Committees

        The Board has four Committees: the Audit Committee, the Compensation Committee, the Corporate Governance Committee and the Health, Safety, Environment and EnvironmentSustainable Development Committee.

        Audit Committee

        The Audit Committee is composed entirely of directors who are unrelated to and independent from the Company (currently, Dr. Baker (Chair), Mr. Kraft, Mr. Leiderman and Dr. Riley), each of whom is financially literate, as the term is used in the CSA's Multilateral Instrument 52-110 – Audit Committees. In addition, Mr. Leiderman and Mr. Kraft are Chartered Accountants; Mr. Leiderman is currently in private practice and Mr. Kraft while retired, remains active in the profession and the Board has determined that both of them qualify as audit committee financial experts, as the term is defined in the rules of the SEC. The education and experience of each member of the Audit Committee is set out under "Directors and Senior Management" above. Fees paid to the Company's auditors, Ernst & Young LLP, are set out under "Item 16C Principal Accountant Fees and Services". The Audit Committee met five times in 2012.

        The Audit Committee has two primary objectives. The first is to advise the Board of Directors in its oversight responsibilities regarding:

          the quality and integrity of the Company's financial reports and information;

          the Company's compliance with legal and regulatory requirements;

        146            

        AGNICO-EAGLE MINES LIMITED

        Table of Contents


            the effectiveness of the Company's internal controls for finance, accounting, internal audit, ethics and legal and regulatory compliance;

            the performance of the Company's auditing, accounting and financial reporting functions;


            the fairness of related party agreements and arrangements between the Company and related parties; and

            the independent auditors' performance, qualifications and independence.

          The second primary objective of the Audit Committee is to prepare the reports required to be included in management information circulars of the management proxy circularCompany in accordance with applicable laws or the rules of applicable securities regulatory authorities.

          The Board has adopted an Audit Committee charter, which provides that each member of the Audit Committee must be unrelated to and independent from the Company as determined by the Board in accordance with the applicable requirements of the laws governing the Company, the applicable stock exchanges on which the Company's securities are listed and applicable securities regulatory authorities. In addition, each member must be financially literate and at least one member of the Audit Committee must be an audit committee financial expert, as the term is defined in SOX.the rules of the SEC. The Audit Committee must pre-approve all audit and permitted non-audit engagementsservices to be provided by the external auditors to the Company.

          The Audit Committee is responsible for reviewing all financial statements prior to approval by the Board, all other disclosuresdisclosure containing financial information and all management reports which accompany any financial statements. The Audit Committee is also responsible for all internal and external audit plans, any recommendation affecting the Company's internal controls, the results of internal and external audits and any changes in accounting practices or policies. The Audit Committee reviews any accruals, provisions, estimates or related party transactions that have a significant impact on the Company's financial statements and any litigation, claim or other contingency that could have a material effect upon the Company's financial statements. In addition, the Audit Committee is responsible for assessing management's programs and policies relating to the adequacy and effectiveness of internal controls over the Company's accounting and financial systems. The Audit Committee reviews and discusses with the Chief Executive Officer and Chief Financial Officer the procedures undertaken in connection with their certifications for annual filings in accordance with the requirements of applicable securities regulatory authorities. The Audit Committee is also responsible for recommending to the Board the external auditor to be nominated for shareholder approval who will be responsible for preparing audited financial statements and completing other audit, review or attest services. The Audit Committee also recommends to the Board the compensation to be paid to the external auditor and directly oversees its work. The Company's external auditor reports directly to the Audit Committee. The Audit Committee reports directly to the Board of Directors.

          The Audit Committee is entitled to retain (at the Company's expense) and determine the compensation of any independent counsel, accountants or other advisors to assist the Audit Committee in its oversight responsibilities.

          Compensation Committee

          The AuditCompensation Committee is composed entirely of outside directors who are unrelated to and independent from the Company (currently, Mr. LeidermanGemmell (Chair), Dr. Baker, Mr. Kraft, Mr. NassoBeaumont, Ms Celej and Mr. Roberts), each of whom is financially literate, as the term is used in the CSA's Multilateral Instrument 52-110 — Audit Committees. In addition, Mr. Leiderman and Mr. Kraft are Chartered Accountants; Mr. Leiderman is currently active in private practice and Mr. Kraft while retired, remains active in the profession and, as such, qualify as audit committee financial experts, as the term is used in SOX. The education and experience of each member of the Audit Committee is set out under "Section 2: Business of the Meeting — Election of Directors". Fees paid to the Company's auditors, Ernst & Young LLP, are set out under "Section 2: Business of the Meeting — Appointment of Auditors"Stockford). The AuditCompensation Committee met five times in 2009.2012.

          Compensation Committee

          The Compensation Committee is responsible for, among other things:

            recommending to the Board policies relating to compensation of the Company's executive officers;

            recommending to the Board the amount and composition of annual compensation to be paid to the Company's executive officers;

            matters relating to pension, option and other incentive plans for the benefit of executive officers;


            administering the Stock Option Plan;

            reviewing and fixing the amount and composition of annual compensation to be paid to members of the Board and committees; and

            reviewing and assessing the design and competitiveness of the Company's compensation and benefits programs generally.

          2012 ANNUAL REPORT            147

          Table of Contents


            The Compensation Committee reports directly to the Board. The charter of the Compensation Committee provides that each member of the Compensation Committee must be unrelated and independent.

            The Board considers Messrs. Gemmell and Beaumont particularly well-qualified to serve on the Compensation Committee given the expertise they have accrued during their business careers: Mr. Gemmell as a senior manager of divisions of a major financial services company (where part of his duties included assessing personnel and setting compensation rates) and Mr. Beaumont as a founder and former senior executive of an international engineering services company (where part of his duties included oversight of the establishment of appropriate compensation structures for the organization).

            Corporate Governance Committee

            The Corporate Governance Committee is composed entirely of outside directors who are unrelated to and independent from the Company (currently, Dr. BakerMr. Roberts (Chair), Mr. Beaumont,Kraft, Mr. Davis, Mr. LeidermanNasso and Mr. Stockford)Voutilainen). The Compensation Committee met five times in 2009.

            Corporate Governance Committee met four times in 2012.

            The Corporate Governance Committee is responsible for, among other things:

              evaluating the Company's governance practices;

              developing its response to the Company's Statement of Corporate Governance and recommending changes to the Company's governance structures or processes as it may from time to time consider necessary or desirable;

              reviewing on an annual basis the charters of the Board and of each committee of the Board and recommending any changes;

              assessing annually the effectiveness of the Board as a whole and recommending any changes;

              reviewing on a periodic basis the composition of the Board to ensure that there remain an appropriate number of independent directors; and

              participating in the recruitment and recommendation of new nominees for appointment or election to the Board.

            The Corporate Governance Committee also provides a forum for a discussion of matters not readily discussed in a full Board meeting. The charter of the Corporate Governance Committee provides that each member of the Corporate Governance Committee must be independent, as such term is defined in the CSA rules.

            Health, Safety, Environment and Sustainable Development Committee

            The Corporate GovernanceHealth, Safety, Environment and Sustainable Development Committee (formerly the Health, Safety and Environment Committee) is composed entirelycomprised of outsidefour directors who are unrelated to and independent from the Company (currently Mr. BeaumontDavis (Chair), Mr. Kraft,Beaumont, Mr. Nasso Mr. Roberts and Mr. Voutilainen)Stockford). The Corporate Governance Committee met four times in 2009.

            Health, Safety and Environment Committee

            The Health, Safety, Environment and Sustainable Development Committee met five times in 2012.

            The Health, Safety, Environment and Sustainable Development Committee is responsible for, among other things:

              monitoring and reviewing sustainable development, health, safety and environmental policies, principles, practices and processes;

              overseeing sustainable development, health, safety and environmental performance; and

              monitoring and reviewing current and future regulatory issues relating to sustainable development, health, safety and the environment.

            The Health, Safety, Environment and EnvironmentSustainable Development Committee reports directly to the Board and provides a forum to review sustainable development, health, safety and environmental issues in a more thorough and detailed manner than could be adopted by the full Board. The Health, Safety, Environment and EnvironmentSustainable Development Committee charter provides that a majority of the members of the Committee be unrelated and independent.

                    The Health, Safety and Environment Committee is comprised of four outside directors who are unrelated to and independent from the Company (currently Mr. Stockford (Chair), Mr. Davis, Mr. Nasso and



            Mr. Voutilainen) and one non-independent director (Mr. Scherkus, President and Chief Operating Officer of the Company). The Health, Safety and Environment Committee met four times in 2009.

            Assessment of Directors

            The Company's Corporate Governance Committee (see description of the Corporate Governance Committee above) is responsible for the assessment of the effectiveness of the Board as a whole and participates in the recruitment and recommendation of new nominees for appointment or election to the Board of Directors.

            148            AGNICO-EAGLE MINES LIMITED

            Table of Contents


            Each of the directors completesparticipates in a detailed annual assessment questionnaire onof the Board and Board Committees.committees. The assessment addresses performance of the Board, each Board committee and individual directors, including through a peer to peer evaluation. A broad range of topics is covered such as Board and Board committee structure and composition, succession planning, risk management, director competencies and Board processes and effectiveness. The assessments helpassessment helps identify opportunities for continuing Board and director development and also forms the basis of continuing Board participation.


            Employees

            As of December 31, 2009,2012, the Company had 4,5785,723 employees comprised of 2,7814,045 permanent employees, 1,448 contractors, 155 temporary employees and 1,797 contractors of which 70275 students. Of the permanent employees, 819 were employed at the LaRonde 231mine, 213 at the Lapa mine, 163 at the Goldex 133mine project, 413 at Lapa, 728the Kittila mine, 1,220 at the Pinos Altos 316mine, 108 at Kittila, 19 in the Exploration group worldwide, 425 forLa India mine project, 678 at the Meadowbank Mine with 412mine (with 672 at Baker Lake 9and Meadowbank and 6 in VancouverQuebec), 21 at the Meliadine project, 25 in the exploration group in Canada and 4 in Quebec, 139the U.S., 221 at the regional technical office in Abitibi and 88116 at the corporate head office in Toronto. The number of permanent employees of the Company at the end of 2009, 20082012, 2011 and 20072010 was 2,781, 1,9174,045, 3,600 and 1,303,3,243, respectively.


            Share Ownership

            In order to align the interests of the Company and those of its officers and employees, the Company encourages ownership of common shares and facilitates this through its RSU Plan, Stock Option Plan and Employee Share Purchase Plan. The Company has also adopted executive share ownership policies: the Chief Executive Officer is required to own the equivalent of at least three years of his base salary in common shares or RSUs of the Company. Mr. Boyd, the current Chief Executive Officer of the Company, meets this share ownership value requirement. A new Chief Executive Officer would have three years after being appointed to that position to comply with this provision. Senior Vice-Presidents of the Company are required to have or own 30,000 common shares or RSUs of the Company and Vice-Presidents of the Company are required to have or own 15,000 common shares or RSUs of the Company. Senior Vice-Presidents and Vice-Presidents of the Company have the later of five years from the date of implementation of this policy (that is, October 24, 2017) or five years from the date of appointment, to meet this share ownership requirement.

            As ofat March 22, 2010,11, 2013, the Named Executive Officers (other than Mr. Al-Joundi, who resigned as Senior Vice-President, Finance and Chief Financial Officer on July 9, 2012) and directors as a group (14(17 persons) beneficially owned or controlled (excluding optionsOptions to purchase 2,879,6052,957,615 common shares, of which 1,686,845 are currently exercisable and 1,192,760 are currently unexercisable)shares) an aggregate of 278,897454,897 common shares or about 0.178%approximately 0.26% of the 156,714,381172,501,169 issued and outstanding common shares. See also "—"– Compensation of Executive Officers".


            Security Ownership of Directors and Executive Officers

            The following table sets forthout certain information concerning the direct and beneficial ownership by each director and Named Executive Officer of the Company (other than Mr. Al-Joundi, who resigned as Senior Vice-President, Finance and Chief Financial Officer on July 9, 2012) of common shares of the Company and optionsOptions to purchase common shares of the Company. Unless otherwise noted, exercise prices are in Canadian dollars.

              Share
            Ownership(1)
             Total
            Common Shares
            under Option(2)
             Common Shares
            under Option
             Exercise Price
            (C$, except
            as noted)
             Expiry Date 

            Leanne M. Baker
            Director
             11,500 15,944 5,824
            6,120
            4,000
             US$76.70
            US$54.00
            US$51.33
             1/4/2016
            1/4/2015
            1/2/2014
             

            Douglas R. Beaumont
            Director
             19,960 15,944 5,824
            6,120
            4,000
             76.60
            56.92
            62.77
             1/4/2016
            1/4/2015
            1/2/2014
             

            2012 ANNUAL REPORT            149

            Table of Contents


            Beneficial Owner
             Share
            Ownership(1)
             Total
            Common
            Shares under
            Option(2)
             Common
            Shares under
            Option
             Exercise Price
            (C$, except
            as noted)
             Expiry Date 
            Leanne M. Baker
            Director
              4,000  65,120  6,120
            4,000
            35,000
            20,000
             US$
            US$
            US$
            US$
            54.00
            51.33
            54.63
            41.24
              1/4/2015
            1/2/2014
            1/2/2013
            1/3/2012
             
            Douglas R. Beaumont
            Director
              14,167  77,620  6,120
            4,000
            35,000
            25,000
            7,500
              56.92
            62.77
            54.42
            48.09
            23.02
              1/4/2015
            1/2/2014
            1/2/2013
            1/2/2012
            1/3/2011
             
            Sean Boyd
            Director, Vice Chairman
            and Chief Executive Officer
              100,820  890,000  300,000
            250,000
            200,000
            100,000
            40,000
              56.92
            62.77
            54.42
            48.09
            23.02
              1/4/2015
            1/2/2014
            1/2/2013
            1/2/2012
            1/3/2011
             

            Sean Boyd
            Director, Vice Chairman, President and Chief Executive Officer
             165,802 952,500 162,500
            240,000
            300,000
            250,000
             37.05
            76.60
            56.92
            62.77
             1/3/2017
            1/4/2016
            1/4/2015
            1/2/2014
             

            Martine A. Celej
            Director
             8,000 4,721 4,721 70.26 2/21/2016 

            Clifford J. Davis
            Director
             12,000 17,744 5,824
            6,120
            4,000
            1,800
             76.60
            56.92
            62.77
            33.26
             1/4/2016
            1/4/2015
            1/2/2014
            11/3/2013
             

            Robert J. Gemmell
            Director
             16,000 5,824 5,824 76.60 1/4/2016 

            Bernard Kraft
            Director
             14,657 15,944 5,824
            6,120
            4,000
             76.60
            56.92
            62.77
             1/4/2016
            1/4/2015
            1/2/2014
             

            Mel Leiderman
            Director
             12,000 15,944 5,824
            6,120
            4,000
             76.60
            56.92
            62.77
             1/4/2016
            1/4/2015
            1/2/2014
             

            James D. Nasso
            Director and Chairman of the Board
             23,289 15,944 5,824
            6,120
            4,000
             76.60
            56.92
            62.77
             1/4/2016
            1/4/2015
            1/2/2014
             

            Sean Riley
            Director
             8,000 5,824 5,824 76.60 1/4/2016 

            J. Merfyn Roberts
            Director
             12,000 23,144 5,824
            6,120
            4,000
            7,200
             76.60
            56.92
            62.77
            33.26
             1/4/2016
            1/4/2015
            1/2/2014
            11/3/2013
             

            Howard R. Stockford
            Director
             11,068 15,944 5,824
            6,120
            4,000
             76.60
            56.92
            62.77
             1/4/2016
            1/4/2015
            1/2/2014
             

            Pertti Voutilainen
            Director
             16,800 15,944 5,824
            6,120
            4,000
             76.60
            56.92
            62.77
             1/4/2016
            1/4/2015
            1/2/2014
             

            David Smith(3)
            Senior Vice-President, Finance and Chief Financial Officer
             32,975 365,000 100,000
            75,000
            60,000
            65,000
            65,000
             52.13
            37.05
            76.60
            56.92
            62.77
             1/3/2018
            1/3/2017
            1/4/2016
            1/4/2015
            1/2/2014
             

            150            AGNICO-EAGLE MINES LIMITED

            Table of Contents


            Beneficial Owner
             Share
            Ownership(1)
             Total
            Common
            Shares under
            Option(2)
             Common
            Shares under
            Option
             Exercise Price
            (C$, except
            as noted)
             Expiry Date 
            Clifford J. Davis
            Director
              2,900  17,320  6,120
            4,000
            7,200
              56.92
            62.77
            33.26
              1/4/2015
            1/2/2014
            11/3/2013
             
            David Garofalo
            Director, Senior Vice-President, Finance and Chief Financial Officer
              26,191  325,000  100,000
            100,000
            75,000
            50,000
              56.92
            62.77
            54.42
            48.09
              1/4/2015
            1/2/2014
            1/2/2013
            1/3/2012
             
            Bernard Kraft
            Director
              12,656  33,870  6,120
            4,000
            17,500
            6,250
              56.92
            62.77
            54.42
            48.09
              1/4/2015
            1/2/2014
            1/2/2013
            1/3/2012
             
            Mel Leiderman
            Director
              4,000  53,120  6,120
            4,000
            35,000
            8,000
              56.92
            62.77
            54.42
            48.09
              1/4/2015
            1/2/2014
            1/2/2013
            1/2/2012
             
            James D. Nasso
            Director and Chairman of the Board
              18,189  101,995  6,120
            4,000
            65,000
            25,000
            1,875
              56.92
            62.77
            54.42
            48.09
            23.02
              1/4/2015
            1/2/2014
            1/3/2013
            1/2/2012
            1/3/2011
             
            J. Merfyn Roberts
            Director
              5,500  17,320  6,120
            4,000
            7,200
              56.92
            62.77
            33.26
              1/4/2015
            1/2/2014
            11/3/2013
             
            Eberhard Scherkus
            Director, President and
            Chief Operating Officer
              59,743  550,000  175,000
            175,000
            125,000
            75,000
              56.92
            62.77
            54.42
            48.09
              1/4/2015
            1/2/2014
            1/2/2013
            1/2/2012
             
            Howard Stockford
            Director
              5,568  62,620  6,120
            4,000
            35,000
            17,500
              56.92
            62.77
            54.42
            48.09
              1/4/2015
            1/2/2014
            1/2/2013
            1/2/2012
             
            Pertti Voutilainen
            Director
              11,500  70,120  6,120
            4,000
            35,000
            25,000
              56.92
            62.77
            54.42
            48.09
              1/4/2015
            1/2/2014
            1/2/2013
            1/2/2012
             
            Alain Blackburn
            Senior Vice-President, Exploration
              2,834  297,500  100,000
            100,000
            75,000
            22,500
              56.92
            62.77
            54.42
            48.09
              1/4/2015
            1/2/2014
            1/2/2013
            1/2/2012
             

            Beneficial Owner
             Share
            Ownership(1)
             Total
            Common
            Shares under
            Option(2)
             Common
            Shares under
            Option
             Exercise Price
            (C$, except
            as noted)
             Expiry Date 
            Daniel Racine
            Senior Vice-President, Operations
              10,829  318,000  75,000
            75,000
            10,000
            50,000
            35,000
            40,000
            30,000
            3,000
              56.92
            62.77
            66.74
            54.42
            39.18
            48.09
            23.02
            15.96
              1/4/2015
            1/2/2014
            6/26/2013
            1/2/2013
            5/8/2012
            1/2/2012
            1/3/2011
            10/26/2010
             

            Alain Blackburn
            Senior Vice-President, Exploration
             24,449 410,000 75,000
            75,000
            60,000
            100,000
            100,000
             52.13
            37.05
            76.60
            56.92
            62.77
             1/3/2018
            1/3/2017
            1/4/2016
            1/4/2015
            1/2/2014
             

            Donald G. Allan
            Senior Vice-President, Corporate Development
             32,911 341,250 56,250
            60,000
            75,000
            75,000
             37.05
            76.60
            56.92
            62.77
             1/3/2017
            1/2/2016
            1/4/2015
            1/2/2014
             

            R. Gregory Laing
            General Counsel, Senior Vice-President, Legal and Corporate Secretary
             33,486 360,000 75,000
            75,000
            60,000
            75,000
            75,000
             52.13
            37.05
            76.60
            56.92
            62.77
             1/3/2018
            1/3/2017
            1/4/2016
            1/4/2015
            1/2/2014
             

            Notes:

            (1)
            As ofat March 22, 2010.11, 2013. In each case, shareholdings (which includes common shares and RSUs) constitute less than one percent of the issued and outstanding common shares of the Company. The total number of common shares and RSUs held by directors and named executive officers constitutes less than 0.178%approximately 0.26% of the issued and outstanding common shares of the Company.Company as at March 11, 2013.

            (2)
            As at March 11, 2013.

            (3)
            Mr. Smith became Senior Vice-President, Finance and Chief Financial Officer on October 24, 2012; prior to that, he was the Senior Vice-President, Investor Relations and Strategic Planning of March 22, 2010.the Company.

            ITEM 7   MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

            Major Shareholders

            To the knowledge of the directors and senior officers of the Company, as ofat March 22, 2010,11, 2013, no person or corporation beneficially owns or exercises control or direction over common shares of the Company carrying more than 5% of the voting rights attached to all common shares of the Company other than as set out below:

            Major Shareholder
             Number of
            common shares
             Percentage of
            outstanding
            common shares
             

            T. Rowe Price Associates, Inc.(1)

              8,496,245  5.4% 

            BlackRock, Inc.(2)

              13,615,005  8.7% 

            FMR LLC(3)

              11,277,742  7.2% 

              
            Major Shareholder Number of
            common shares
             Percentage of
            outstanding
            common shares
             

            BlackRock, Inc.(1) 20,005,396 11.63% 

            First Eagle Investment Management, LLC(2) 10,609,234 6.17% 

            FMR LLC(3) 10,934,362 6.36% 

            Van Eck Associates Corporation(4) 11,253,461 6.59% 

            Notes:

            (1)
            Prior to filing its report with applicable securities regulators on February 12, 2010, T. Rowe Price Associates, Inc. had not previously filed a report indicating its percentage ownership of common shares of the Company.

            (2)
            According to reports filed with applicable securities regulators on Februarydated January 6, 2012, May 7, 2012, October 9, 2009, March 10, 20092012 and January 20, 2010,9, 2013, the percentage ownership of common shares of the Company held by BlackRock, Inc. has varied from 5.16%10.31% to 4.88%9.93% to 8.7%11.85% to 11.63%, respectively.

            (3)(2)
            FMR LLC and FIL Limited (collectively, "Fidelity") filedAccording to a report filed with applicable securities regulators ondated February 16, 2010 stating that, while they are of the view that they are not acting as a "group" for the purposes of Section 13(d) under the Securities Exchange Act of 1934, they have11, 2013.

            (3)
            According to reports filed the report on a voluntary basis as if all of the shares are beneficially owned by them on a joint basis. Previously, FMR LLC filed reports with applicable securities regulators on September 9, 2008dated February 13, 2012 and February 13, 2009 stating that Fidelity had control over 10.92% and 7.63%, respectively,2013, the percentage ownership of the common shares of the Company.Company held by FMR LLC has varied from 4.18% to 6.36%, respectively.

            (4)
            According to a report filed with applicable securities regulators dated February 14, 2012.

            2012 ANNUAL REPORT            151

            Table of Contents


            None of the Company's major shareholders have different voting rights than other holders of the Company's common shares.

            As ofat March 22, 2010,11, 2013, there were 3,8503,668 holders of record of Agnico-Eagle's 156,714,381172,501,169 outstanding common shares, of which 3,248672 holders of record were in the United StatesCanada and held 47,772,61194,234,198 common shares or about 30.48%approximately 54.63% of the outstanding common shares.

            The Company is not aware of any arrangements the operation of which may at a subsequent date result in a change in control of the Company. To the knowledge of the Company, it is not directly or indirectly owned or controlled by another corporation, by any government or by any natural or legal person severally or jointly.



            Related Party Transactions

            The Company has not entered into any material related party transactions since January 1, 2009.2012.

            ITEM 8   FINANCIAL INFORMATION

            The consolidated financial statements furnished pursuant to Item 18 are presented in accordance with US GAAP.

            During the period under review, inflation has not had a significant impact on the Company's operations.

            The Company is not aware of any legal or arbitration proceedings which may have, or have had in the recent past, a significant effect on the Company's financial position or profitability.


            Dividend Policy

            The Company's current policy is to pay annualquarterly dividends on its common shares and, on December 16, 2009,12, 2012, the Company announced that it had declared a quarterly dividend of C$0.18$0.22 per common share, payable on March 26, 2010.15, 2013. In 2012, the dividend paid was $0.80 per common share (quarterly payments of $0.20 per common share). In 2011, the dividend paid was $0.64 per common share (quarterly payments of $0.16 per common share). In each of 2010, 2009 and 2008, the dividend paid was C$0.18$0.18 per common share, inshare. In 2007, the dividend paid was C$0.12$0.12 per common share and, inshare. From 2003 to 2006, the dividend paid was C$0.03$0.03 per common share, unchanged since 2003.share. Although the Company expects to continue paying an annuala cash dividend, future dividends will be at the discretion of the Board and will be subject to factors such factors as the Company's earnings, financial condition and capital requirements. The Company's Credit Facilities each contain covenantsbank credit facility contains a covenant that restrictrestricts the Company's ability to declare or pay dividends if acertain events of default under a Credit Facility hasthe bank credit facility have occurred or would result from the declaration or paymentand are continuing.

            152            AGNICO-EAGLE MINES LIMITED

            Table of the dividend.Contents



            ITEM 9   THE OFFER AND LISTING

            Market and Listing Details

            Common Shares

            The Company's common shares are listed and traded in Canada on the TSX and in the United States on the New York Stock Exchange ("NYSE").NYSE.

            The following table sets forth the high and low sale prices and the average daily trading volume for Agnico-Eagle's common shares on the TSX and the NYSE for each of the five fiscal years in the five-year period ended December 31, 20092012 and for each quarter during the two fiscal years ended December 31, 2009.2011 and 2012.

              TSX NYSE
              
             
              High (C$) Low (C$) Average Daily
            Volume
             High ($) Low ($) Average Daily
            Volume
             
              
            2008 82.80 26.60 1,184,654 83.45 20.87 3,842,836 

            2009 77.32 50.80 979,369 74.00 42.65 4,172,474 

            2010 88.52 53.16 750,312 88.20 49.64 2,508,059 

            2011 75.39 35.35 856,906 77.00 34.50 2,285,842 

            2012 56.99 31.50 831,029 57.35 31.42 2,027,502 

            2011             

            First Quarter 75.39 62.93 781,613 77.00 63.53 2,534,857 

            Second Quarter 66.17 58.82 733,270 70.00 59.78 2,059,362 

            Third Quarter 72.51 53.05 952,868 73.09 54.19 2,297,630 

            Fourth Quarter 64.14 35.35 960,318 61.17 34.50 2,255,181 

            2012             

            First Quarter 39.68 31.50 883,359 39.64 31.42 2,238,021 

            Second Quarter 43.98 31.91 1,003,353 43.22 31.92 2,474,042 

            Third Quarter 51.80 36.38 813,838 53.12 35.77 1,920,788 

            Fourth Quarter 56.99 49.25 623,292 57.35 49.81 1,471,676 

            2012 ANNUAL REPORT            153

            Table of Contents


             
             TSX (C$) NYSE ($) 
             
             High Low Average Daily
            Volume
             High Low Average Daily
            Volume
             

            2005

              23.13  13.63  366,937  19.86  10.80  774,393 

            2006

              52.03  23.31  911,132  45.67  19.94  2,006,680 

            2007

              55.86  35.70  913,173  59.45  33.25  2,076,082 

            2008

              82.80  26.60  1,184,654  83.45  20.87  3,842,836 

            2009

              77.32  50.80  979,369  74.00  42.65  4,172,474 

            2008

                               

            First Quarter

              82.80  54.00  1,111,563  83.45  52.81  3,369,910 

            Second Quarter

              77.11  59.16  797,764  76.17  58.49  2,438,551 

            Third Quarter

              80.74  54.25  1,236,244  80.79  43.30  4,339,345 

            Fourth Quarter

              63.15  26.60  1,564,915  58.41  20.87  5,201,371 

            2009

                               

            First Quarter

              73.64  55.03  1,249,427  59.19  44.12  5,523,872 

            Second Quarter

              73.71  50.80  944,884  63.29  42.65  3,534,497 

            Third Quarter

              77.32  55.09  748,628  72.32  47.31  3,387,937 

            Fourth Quarter

              76.65  55.52  926,079  74.00  51.38  4,138,909 

            The following table sets forth the high and low sale prices and the average daily trading volume for the Company's common shares on the TSX and the NYSE for the last 12 months.since January 1, 2012.

              TSX NYSE
              
             
              High (C$) Low (C$) Average Daily
            Volume
             High ($) Low ($) Average Daily
            Volume
             
              
            2012             

            January 39.68 34.51 712,447 39.64 34.03 1,810,332 

            February 38.03 31.50 1,159,669 38.14 31.42 2,673,438 

            March 36.64 32.22 795,312 37.24 32.30 2,230,996 

            April 39.66 31.91 919,017 40.18 31.92 2,291,627 

            May 41.50 34.07 964,473 40.37 33.74 2,693,235 

            June 43.98 39.46 1,124,404 43.22 38.10 2,418,142 

            July 44.88 36.38 856,104 44.70 35.77 1,956,779 

            August 47.75 42.55 635,613 48.44 42.45 1,757,900 

            September 51.80 46.15 973,488 53.12 46.71 2,078,188 

            October 56.98 49.39 605,285 56.99 50.43 1,362,656 

            November 56.99 50.70 566,203 57.35 50.45 1,552,130 

            December 56.18 49.25 710,244 56.50 49.81 1,501,669 

            2013             

            January 52.97 45.63 582,200 53.78 45.53 1,369,400 

            February 46.90 39.20 554,355 46.99 38.52 1,297,050 

            March (to March 11) 42.24 38.55 851,594 40.95 37.55 1,739,761 

             
             TSX (C$) NYSE ($) 
             
             High Low Average Daily
            Volume
             High Low Average Daily
            Volume
             

            2009

                               

            March

              73.64  57.70  1,33,473  58.89  44.66  4,975,051 

            April

              73.71  50.80  1,165,705  58.20  42.65  3,787,256 

            May

              69.00  51.53  690,114  62.92  43.29  3,776,486 

            June

              68.58  56.07  709,525  63.29  48.46  3,050,748 

            July

              64.20  55.09  549,415  59.00  47.31  2,254,729 

            August

              65.75  58.12  499,574  61.30  52.38  2,582,746 

            September

              77.32  61.61  1,194,628  72.32  55.82  5,341,243 

            October

              76.65  55.52  958,654  74.00  51.38  4,329,270 

            November

              68.16  57.49  950,184  65.12  53.12  4,233,996 

            December

              71.50  55.60  872,913  68.43  52.30  3,870,007 

            2010

                               

            January

              63.10  54.05  730,985  61.15  50.61  3,060,068 

            February

              64.12  53.16  731,600  61.53  49.64  3,390,753 

            March (to March 22)

              63.45  57.11  735,881  61.80  55.84  2,562,613 

            On March 22, 201011, 2013 the closing price of the common shares was C$58.5040.00 on the TSX and $57.49$38.97 on the NYSE. The registrar and transfer agent for the common shares is Computershare Trust Company of Canada, Toronto, Ontario.

            154            AGNICO-EAGLE MINES LIMITED

            Table of Contents


            Warrants

            The following table sets forth the high and low sale prices and the average daily trading volume for the Company'sAgnico-Eagle's common share purchase warrants (the "Warrants") on the TSX since they began tradingfor each of the fiscal years in the period beginning on April 30, 2009.2009 (the date the Warrants were listed for trading on the TSX) and ended December 31, 2012 and for each quarter during the fiscal years ended December 31, 2011 and 2012.

              TSX
              
              High ($) Low ($) Average Daily
            Volume
             
              
            2009 35.01 16.50 8,482 

            2010 43.88 18.03 4,761 

            2011 31.48 4.85 9,465 

            2012 13.35 3.08 9,196 

            2011       

            First Quarter 31.48 21.00 11,094 

            Second Quarter 25.82 19.25 11,815 

            Third Quarter 28.98 15.00 7,904 

            Fourth Quarter 20.18 4.85 7,150 

            2012       

            First Quarter 7.50 3.99 3,553 

            Second Quarter 6.53 3.08 14,065 

            Third Quarter 11.20 3.50 11,085 

            Fourth Quarter 13.35 8.70 7,969 

            2012 ANNUAL REPORT            155

            Table of Contents


             
             TSX (C$) 
             
             High Low Average Daily
            Volume
             

            2009

                      

            April

              18.00  16.50  55,531 

            May

              27.50  17.00  12,102 

            June

              27.00  19.00  4,349 

            July

              25.10  18.50  18,830 

            August

              26.00  20.25  2,598 

            September

              34.40  22.00  12,536 

            October

              35.01  19.00  10,814 

            November

              29.60  21.01  3,857 

            December

              31.23  19.90  3,992 

            2010

                      

            January

              25.50  18.50  1,957 

            February

              25.65  18.03  3,336 

            March (to March 22)

              26.22  22.22  1,370 

            The following table sets forth the high and low sale prices and average daily trading volume for the Warrants on the TSX since January 1, 2012.

              TSX
              
              High ($) Low ($) Average Daily
            Volume
             
              
            2012       

            January 7.50 5.30 3,194 

            February 6.60 4.90 5,750 

            March 5.75 3.99 1,714 

            April 5.95 3.08 19,089 

            May 6.00 3.30 11,893 

            June 6.53 4.50 12,035 

            July 6.66 3.50 13,468 

            August 8.77 6.00 6,970 

            September 11.20 8.08 12,998 

            October 13.00 9.50 5,482 

            November 13.35 9.35 8,837 

            December 12.87 8.70 10,114 

            2013       

            January 8.00 7.63 6,489 

            February 5.60 2.35 11,248 

            March (to March 11) 2.90 2.15 4,854 

            On March 22, 2010,11, 2013, the closing price of the Warrants was $23.00$2.45 on the TSX. The registrar and transfer agent for the Warrants is Computershare Trust Company of Canada, Toronto, Ontario.



            ITEM 10   ADDITIONAL INFORMATION

            Memorandum and Articles of IncorporationAmalgamation

            Articles of AmendmentAmalgamation

            The Company's articles of incorporationamalgamation do not place any restrictions on the Company's objects and purposes. For more information, see the Articlesarticles of Amendmentamalgamation of the Company filed as Exhibit 1.01 to this Form 20-F.

            Certain Powers of Directors

            TheBusiness Corporations Act (Ontario) (the "OBCA") requires that every director who is a party to, or who is a director or officer of, or has a material interest in, any person who is a party to, a material contract or transaction or a proposed material contract or transaction with the Company, must disclose in writing to the Company or request to have entered in the minutes of the meetings of directors the nature and extent of his or her interest, and must refrain from attending any part of a meeting of directors during which the contract or transaction is discussed and from voting in respect ofon any resolution to approve the contract or transaction unless the contract or transaction is: (a) one relating primarily to his or her remuneration as a director of the corporation or an affiliate; (b) one for indemnity of or insurance for directors as contemplated under the OBCA; or (c) one with an affiliate. However, a director who is prohibited by the OBCA from voting on a material contract or proposed material contract may be counted in determining whether a quorum is present for the

            156            AGNICO-EAGLE MINES LIMITED

            Table of Contents



            purpose of the resolution, if the director disclosed his or her interest in accordance with the OBCA and the contract or transaction was reasonable and fair to the corporation at the time it was approved.

            The Company's by-laws provide that the Board will from time to time determine the remuneration to be paid to the directors, which willmay be in addition to the salary paid to any officer or employee of the Company who is also a director. The directors may also, by resolution, award special remuneration to any director for undertaking any special services on the Company's behalf, other than the normal work ordinarily required of a director of the Company. The by-laws provide that confirmation of any such resolution by the Company's shareholders is not required.

            The Company's by-laws also provide that the directors may: (a) borrow money upon the credit of the Company; (b) issue, reissue, sell or pledge bonds, debentures, notes or other evidences of indebtedness or guarantee of the Company, whether secured or unsecured; (c) to the extent permitted by the OBCA, give directly or indirectly financial assistance to any person by means of a loan, a guarantee on behalf of the Company to secure performance of any present or future indebtedness, liability or other obligation of any person, or otherwise; and (d) mortgage, hypothecate, pledge or otherwise create a security interest in all or any currently owned or subsequently acquired real or personal, movable or immovable, tangible or intangible property of the Company to secure any such bonds, debentures, notes or other evidences of indebtedness or guarantee or any other present or future indebtedness, liability or other obligation of the Company.

            The directors may, by resolution, amend or repeal any by-laws that regulate the business or affairs of the Company. The OBCA requires the directors to submit any such amendment or repeal to the Company's shareholders at the next meeting of shareholders, and the shareholders may confirm, reject or amend the amendment or repeal.

            Retirement of Directors

                    Effective as of February 21, 2007, theThe Board discontinued thedoes not have a mandatory retirement policy for directors based solely on age. Due in part to the Company'sBoard's practice of conducting annual Board, Committee and individual director evaluations, the Board approved and adopted a resignation policy primarily based on directors' performance, commitment, skills and experience. As set out in greater detail under "Item 6 Directors, Senior Management and Employees  Board Practices  Assessment of Directors", each director's performance is evaluated annually.


            Directors' Share Ownership

                    Directors, otherTo more closely align the interests of directors with those of shareholders, directors (other than Mr. Boyd, Mr. Scherkus and Mr. Garofalo,Boyd) are required to own a minimum of 10,000 common shares of the equivalent of at least three years of their annual retainer fee in the Company's stock.Company and/or RSUs. Directors have a period of threethe later of: (i) two years from the date of adoption of this policy (that is, August 24, 2013) or (ii) five years from the date of joining the Board, to achieve this ownership level either through open market purchases of common shares, grants of RSUs or through participation in the Employee Share Purchase Plan.exercise of Options held.

            Meetings of Shareholders

            The OBCA requires the Company to call an annual shareholders' meeting not later than 15 months after holding the last preceding annual meeting and permits the Company to call a special shareholders' meeting at any time. In addition, in accordance with the OBCA, the holders of not less than 5% of the Company's shares carrying the right to vote at a meeting sought to be held may requisition the directors to call a special shareholders' meeting for the purposes stated in the requisition. The Company is required to mail a notice of meeting and management information circular to registered shareholders not less than 21 days and not more than 50 days prior to the date of any annual or special shareholders' meeting. These materials are also filed with Canadian securities regulatory authorities and furnished to the SEC. The Company's by-laws provide that a quorum of two shareholders in person or represented by proxy holding or representing by proxy at least 25% of the Company's issued shares carrying the right to vote at the meeting is required to transact business at a shareholders' meeting. Shareholders, and their duly appointed proxies and corporate representatives, as well as the Company's auditors, are entitled to be admitted to the Company's annual and special shareholders' meetings.

            Authorized Capital

            The Company's authorized capital consists of an unlimited number of shares of one class designated as common shares. All outstanding common shares of the Company are fully paid and non-assessable. The holders of the common shares are entitled to one vote per share at meetings of shareholders and to receive dividends if, as and when declared by the directors of the Company. In the event of voluntary or involuntary liquidation, dissolution or winding-up of the Company, after payment of all outstanding debts, the remaining assets of the Company available for distribution would be distributed rateably to the holders of the common shares. Holders of the common shares of the Company have no pre-emptive,

            2012 ANNUAL REPORT            157

            Table of Contents



            redemption, exchange or conversion rights. The Company may not create any class or series of shares or make any modification to the provisions attaching to the Company's common shares without the affirmative vote of two-thirds of the votes cast by the holders of the common shares. The Company's common shares do not have pre-emptive rights to purchase additional shares.

            Majority Voting Policy

            As part of its ongoing review of corporate governance practices, on February 20, 2008 the Board of Directors adopted a policy providing that in an uncontested election of directors, any nominee who receives a greater number of votes "withheld" than votes "for" will tender his or her resignation to the Chairman of the Board of Directors promptly following the shareholders' meeting. The Corporate Governance Committee will consider the offer of resignation and will make a recommendation to the Board of Directors on whether to accept it. In considering whether or not to accept the resignation, the Corporate Governance Committee will consider all factors deemed relevant by the members of such Committee. The Corporate Governance Committee will beis expected to accept the resignation except in situations where the considerations would warrant the applicable director continuing to serve on the Board.Board of Directors. The Board of Directors will make its final decision and announce it in a newspress release within 90 days following the shareholders' meeting. A director who tenders his or her resignation pursuant to this policy will not participate in any meeting of the Board of Directors or the Corporate Governance Committee at which the resignation is considered.


            Disclosure of Share Ownership

            TheSecurities Act (Ontario) currently provides that the directors and officers of an issuer and its subsidiaries and any person or company that beneficially owns, directly or indirectly, voting securities of an issuer or that exercises control or direction over voting securities of an issuer or a combination of both, carrying more than 10% of the voting rights attached to all the issuer's outstanding voting securities (a "significant shareholder"), as well as the directors and officers of any significant shareholder, (each an "insider")reporting insider must, within 10 days of becoming ana reporting insider, file aan insider report in the required form effective the date on which the person became an insider, disclosing (a) any direct or indirect beneficial ownership of, or control or direction over, securities of the reporting issuer. TheSecurities Act (Ontario) also provides forissuer, and (b) any interest in, or right or obligation associated with, an agreement, arrangement or understanding to which the filing ofreporting insider is a report by an insider of a reporting issuer who acquires or transfers securities of the issuer or who enters into, materially amends or



            terminates an arrangementparty, the effect of which is to alter, directly or indirectly, the reporting insider's economic interest in a security of the reporting issuer or the insider's economic exposure to the issuer. These reportsreporting issuer (a "related financial instrument"). A reporting insider must be filed within ten days after the reportable event. Amendments to thealso file an insider reporting provisions of theSecurities Act (Ontario) anticipated to be in effect on April 30, 2010 will require these reports to be filed by reporting insidersreport within five days afterof any change to (a) its direct or indirect beneficial ownership of, or control or direction over, securities of the applicable event, though will also limit persons that must file toreporting issuer, or (b) its interest in, or right or obligation associated with, a related financial instrument. A reporting insider includes the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, directors and certain officers of a reporting issuer or a major subsidiary of a reporting issuer, and any person or company responsible forthat has beneficial ownership of, or control or direction over, or a principalcombination of beneficial ownership of, and control or direction over, securities of a reporting issuer, including securities issuable upon the exercise of conversion or purchase rights or obligations within 60 days pursuant to a single transaction or a series of linked transactions, carrying more than 10% of the voting rights attached to all the reporting issuer's outstanding voting securities, as well as the directors and certain officers of such a shareholder. The officers that are reporting insiders in respect of a reporting issuer are the following officers of the issuer, a major subsidiary of the issuer or a significant shareholder of the issuer: the chief executive officer, the chief financial officer, the chief operating officer (or persons that act in such roles or in similar capacities) and any other officer that in the ordinary course receives or has access to information as to material facts or material changes concerning the reporting issuer before the material facts or material changes are generally disclosed and directly or indirectly exercises significant power or influence over the business, unit and significant shareholdersoperations, capital or development of anthe reporting issuer.

                    TheAdditionally, the Securities Act (Ontario) also provides that aany person or company (an "acquiror") that acquires (whether or not by way of a take-over bid, offer to acquire or subscription from treasury) beneficial ownership of, voting or equity securitiesthe power to exercise control or securities convertible intodirection over, voting or equity securities of any class of a reporting issuer, including securities of that together with previously heldclass issuable upon the exercise of conversion or purchase rights or obligations within 60 days pursuant to a single transaction or a series of linked transactions, that, when added to the person or company's securities brings the total holdings of such holder tothat class, constitute 10% or more of the outstanding securities of that class (together with any such securities held by any person or company acting jointly or in concert with the acquiror), must (a)promptly issue and file forthwith a news release containing certain prescribed information and, (b) file a report within two business days, file an early warning report, each containing the same information set out in the news release.certain prescribed information. The acquiring person or companyacquiror must also issue a news release and file a report each time it(a) the acquiror, or any person or company that is acting jointly or in concert with the aquiror, acquires inbeneficial ownership of, or the aggregate,power to exercise control or direction over, an additional 2% or more of the outstanding securities of the same class and every timeor (b) there is a change to any material fact in the news release anddisclosure set out in the report previously issued andmost recently filed.

            The rules in the United States governing the ownership threshold above which shareholder ownership must be disclosed are more stringent than those discussed above. Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), imposes reporting requirements on persons who acquire beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act) of more than 5% of a class of an equity security registered under Section 12 of the Exchange Act. In general, such persons must file, within ten days after such acquisition, a report of beneficial ownership with the SEC containing the information prescribed by the regulations under Section 13(d) of the

            158            AGNICO-EAGLE MINES LIMITED

            Table of Contents



            Exchange Act and promptly file an amendment to such report to disclose any material change to the information reported, including any acquisition or disposition of 1% or more of the outstanding securities of the registered class. Certain institutional investors that acquire shares in the ordinary course of business and not with the purpose or with the effect of changing or influencing the control of the issuer, are subject to lesser disclosure obligations.


            Material Contracts

            The Company believes the following contracts constitute the only material contracts to which it is a party.

            Credit AgreementsFacility

            The Company entered into the First Credit Facility on June 15, 2009August 4, 2011 with a group of financial institutions providing for a $300 million$1.2 billion unsecured revolving bank credit facility that replaced the Company's previous securedunsecured revolving bank credit facility. The FirstCredit Facility was subsequently amended on July 20, 2012. The Credit Facility matures and all indebtedness thereunder is due and payable on January 10, 2013.June 22, 2017. The Company, with the consent of lenders representing at least 662/3% of the aggregate commitments under the facility, has the option toCredit Facility, may extend the term of the facilityCredit Facility for additional one-year terms. The First Credit Facility is available in multiple currencies through prime rate and base rate advances, priced at the applicable rate plus a margin that ranges from 2.00%0.50% to 3.00%1.75% depending on certain financial ratios and through LIBOR advances, bankers' acceptances and letters of credit, priced at the applicable rate plus a margin that ranges from 3.00%1.50% to 4.00%2.75% depending on thecertain financial ratios. The lenders under the First Credit Facility are each paid a standby fee at a rate that ranges from 0.900%0.3375% to 1.200%0.61875% of the undrawn portion of the facility, depending on thecertain financial ratios. Where credit exposure for all lenders is in the aggregate equal to or greater than 50% of the aggregate commitments, the standby fee and letter of credit fee shall be increased by 0.125%, provided that, if and so long as the Company has a credit rating by S&P of at least BBB, DBRS of at least BBB or Moody's of at least Baa2, such increase shall not apply. Payment and performance of the Company's obligations under the First Credit Facility are guaranteed by each of its significant subsidiaries and certain materialof its other subsidiaries of the Company (the "Guarantors" and, together with the Company, each an "Obligor").

            The Company entered into the Second Credit Facility on June 15, 2009 with a group of financial institutions providing for a $600 million unsecured revolving bank credit facility on substantially the same terms as the First Credit Facility. The Second Credit Facility matures and all indebtedness thereunder is due and payable on June 14, 2012. The Second Credit Facility is available in multiple currencies through prime rate and base rate advances, priced at the applicable rate plus a margin that ranges from 2.00% to 3.00% depending on certain financial ratios and through LIBOR advances and bankers' acceptances, priced at the applicable rate plus an applicable margin that ranges from 3.00% to 4.00% depending on the financial ratios. The lenders under the Second Credit Facility are each paid a standby fee at a rate that ranges from 0.900% to 1.200% of the undrawn



            portion of the facility, depending on the financial ratios. Payment and performance of the Company's obligations under the Second Credit Facility are guaranteed by the Guarantors.

                    The Second Credit Facility contains restrictive covenants and events of default identical to those in the First Credit Facility. The Company is also required to maintain the same financial ratios as well as the same minimum tangible net worth under both facilities. Both facilities require the Company to utilize funds available under the First Credit Facility and the Second Credit Facility on apro rata basis (excluding funds advanced under the First Credit Facility by way of letters of credit or swing line advances) such that at any time the amount outstanding under either the First Credit Facility or Second Credit Facility, as a percentage of the aggregate amount available under such facility, does not differ by more than 10 percentage points of the amount outstanding under the other Credit Facility, as a percentage of the amount available thereunder.

                    The facilities contain covenants that restrict,limit, among other things, the ability of an Obligor to:

              incur additional indebtedness;

              pay or declare dividends or make other restricted distributions or payments in respect of any shares of the Company's equity securities after a default orif an event of default thathas occurred and is continuing;

              make sales or other dispositions of material assets;

              create liens on its existing or future assets;assets, other than permitted liens;

              enter into transactions with affiliates other than the Obligors, except on a commercially reasonable basis as if it were dealing with such person at arm's length terms;length;

              make any investment or loan other than: investments in or loans to or investments in businesses other than those related to mining or a business ancillary or complementary to mining; investments in cash equivalents; or certain inter-company investments or loans;

              enter into or maintain certain derivative instruments; and

              amalgamate or otherwise transfer its assets; and

              carry on business other than those related to mining or a business ancillary or complementary to mining.assets.

            The Company is also required to maintain certain financial ratiosa total net debt to EBITDA ratio below a specified maximum value as well as a minimum tangible net worth. Events of default under the Credit FacilitiesFacility include, among other things:

              the failure to pay principal when due and payable or interest, fees or other amounts payable within five business days of such amounts becoming due and payable;

              the breach by the Company of any financial covenant;

              the breach by any Obligor of any other term, covenantof its obligations or other agreementundertakings under the Credit Facility or related agreements or documents that is not cured within 30 business days after written notice of the breach has been given to the Company;

              a default under any other indebtedness of the Obligors if the effect of such default is to accelerate, or to permit the acceleration of, the due date of such indebtedness in an aggregate amount of $50 million or more;

              a change inof control of the Company which is defined to occur upon (a) the acquisition, directly or indirectly, by any means whatsoever, by any person, or group of persons acting jointly or in concert, (collectively, an "offeror") of

            2012 ANNUAL REPORT            159

            Table of Contents


                beneficial ownership of, or the power to exercise control or direction over, or securities convertible or exchangeable into, any securities of the Company carrying in aggregate (assuming the exercise of all such conversion or exchange rights in favour of the offeror) more than 50% of the aggregate votes represented by the voting stock then issued and outstanding or otherwise entitling the offeror to elect a majority of the board of directors of the Company, or (b) the replacement by way of election or appointment at any time of one-half or more of the total number of the then incumbent members of the board of directors of the Company, or the election or appointment of new directors comprising one-half or more of the total number of members of the board of directors in office immediately following such election or appointment; unless, in any such case, the nomination of such directors for election or their appointment is approved by the board of directors of the Company in office immediately preceding such nomination or appointment in circumstances where such nomination or appointment is made other than as a result of a dissident public proxy solicitation, whether actual or threatened;threatened (a "Change of Control"); and


                various events relating to the bankruptcy or insolvency or winding-up, liquidation or dissolution or cessation of business of any Obligor.

              As at March 22, 201011, 2013, there was approximately $657.5$1.1 million in the aggregate drawn under the Credit Facilities,Facility (reflecting outstanding letters of credit).

              Letter of Credit Facility

              On June 26, 2012, the Company entered into the Letter of Credit Facility with The Bank of Nova Scotia, as lender, providing for a C$150 million uncommitted letter of credit facility. Under the terms of the Letter of Credit Facility, the Company may request to be issued one or more letters of credit in a maximum aggregate amount outstanding at any time not exceeding C$150 million. The Letter of Credit Facility may be used by the Company to support (a) reclamation obligations of the Company or its subsidiaries or (b) non-financial or performance obligations of the Company or its subsidiaries that are not related to reclamation obligations. If the Company fails to pay any amount of a reimbursement obligation under the Letter of Credit Facility, including $22.5any interest thereon, on the date such amount is due, the overdue amount will bear interest at equal to 2% greater than the prime rate (as calculated under the Letter of Credit Facility). Payment and performance of the Company's obligations under the Letter of Credit Facility are guaranteed by the Guarantors.

              Events of default under the Letter of Credit Facility include, among other things:

                the failure to pay any amount drawn under the Letter of Credit Facility within three business days of when notified or demanded by the lender;

                the breach by any Obligor of any obligation or undertaking under the Letter of Credit Facility or guarantee provided pursuant to the Letter of Credit Facility;

                a default under any other indebtedness of the Obligors if the effect of such default is to accelerate, or to permit the acceleration of, the due date of such indebtedness in an aggregate amount of $50 million or more; and

                a Change of Control.

              The Letter of Credit Facility provides that upon an event of default, The Bank of Nova Scotia may declare immediately due and payable all amounts drawn under the Letter of Credit Facility.

              As at March 11, 2013, there was approximately C$135 million in lettersthe aggregate drawn under the Letter of credit.Credit Facility.

              Note Purchase Agreements

              On April 7, 2010, the Company entered into a note purchase agreement with certain institutional investors, providing for the issuance of the 2010 Notes consisting of $115 million 6.13% Series A senior notes due 2017, $360 million 6.67% Series B senior notes due 2020 and $125 million 6.77% Series C senior notes due 2022 (the "2010 Note Purchase Agreement"). On July 24, 2012, the Company entered into another note purchase agreement with certain institutional investors, providing for the issuance of the 2012 Notes consisting of $100 million 4.87% Series A senior notes due 2022 and $100 million 5.02% Series B senior notes due 2024 (together with the 2010 Note Purchase Agreement, the "Note Purchase Agreements"). Payment and performance of the Company's obligations under the Note Purchase Agreements, the notes issued pursuant thereto and the obligations of the Guarantors under the guarantees are guaranteed by the Guarantors.

              160            AGNICO-EAGLE MINES LIMITED

              Table of Contents


              The Note Purchase Agreements contain restrictive covenants that limit, among other things, the ability of an Obligor to:

                enter into transactions with affiliates other than the Obligors, except on a commercially reasonable basis upon terms no less favourable to the Obligor than would be obtainable in a comparable arm's length transaction;

                amalgamate or otherwise transfer its assets;

                carry on business other than those related to mining or a business ancillary or complementary to mining;

                engage in any dealings or transactions with any person or entity identified under certain anti-terrorism regulations;

                create liens on its existing or future assets, other than permitted liens;

                incur subsidiary indebtedness where the Obligor is a subsidiary of the Company; and

                make sales or other dispositions of material assets.

              The Company is also required to maintain the same financial ratios and the same minimum tangible net worth under the Note Purchase Agreements as under the Credit Facility. Events of default under the Note Purchase Agreements include, among other things:

                the failure to pay principal or make whole amounts when due and payable or interest, fees or other amounts payable within five business days of such amounts becoming due and payable;

                the breach by any Obligor of any other term or covenant that is not cured within 30 business days after the earlier of written notice of the breach having been given to the Company or actual knowledge of the breach is obtained;

                the finding that any representation or warranty made by an Obligor was false or incorrect in any material respect on the date as of which it was made;

                a default under any other indebtedness of the Obligors if the effect of such default is to accelerate, or to permit the acceleration of, the due date of such indebtedness in an aggregate amount of $50 million or more; and

                various events relating to the bankruptcy or insolvency or winding-up, liquidation or dissolution or cessation of business of any Obligor.

              The Note Purchase Agreements provide that, upon certain events of default, the notes automatically become due and payable without any further action. In addition, the Note Purchase Agreements contain a "Most Favored Lender" clause which acts to incorporate into the Note Purchase Agreements any grace periods upon an event of default that are shorter in the Credit Facility than in the Note Purchase Agreements.

              Warrant Indenture

              The Company issued common share purchase warrants (the "Warrants") as part of a private placement on December 3, 2008. Effective April 4, 2009, the Warrants were amended and are governed by a warrant indenture (the "Indenture") between the Company and Computershare Trust Company of Canada (the "Trustee").

              Each whole Warrant entitles the holder to purchase one common share of the Company at a price of $47.25, subject to adjustment as summarized below. The Warrants are exercisable at any time prior to 4:30 p.m. (Eastern Standard Time) on December 2, 2013, after which the Warrants will expire and become void and of no effect. Warrants may be surrendered for exercise or transfer at the principal office of the Trustee in Toronto.

              The Indenture provides for adjustment in the number of common shares issuable on the exercise of the Warrants and/or the exercise price per Warrant on the occurrence of certain events, including:

                (a)
                the declaration of a dividend or making of a distribution on the common shares payable in common shares or securities exchangeable for or convertible into common shares without payment of additional consideration to the holders of the common shares in proportion to their respective ownership of common shares;

                (b)
                the subdivision, consolidation or change of the outstanding common shares into a different number of common shares;

                (c)
                the fixing of a record date for the issuance of rights, options or warrants to all or substantially all of the holders of the common shares under which such holders are entitled, during a period expiring not more than 45 days after such record date, 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 share to the holder (or at a conversion or exchange price per share) of less than 95% of the Current Market Price (as defined in the Indenture) on such record date; and

              2012 ANNUAL REPORT

                          161

              Table of Contents


                  (d)
                  the fixing of a record date for the issueissuance or distribution to all or substantially all of the holders of the common shares of securities of the Company (including rights, options or warrants to purchase any securities of the Company), evidencesevidence of the Company's indebtedness or any property or assets (including cash or shares of any other corporation but excluding any dividends paid in accordance with a dividend policy established by the board of directors of the Company) and such issueissuance or distribution does not constitute an event listed in (a) to (c) above.

                The Indenture also provides for adjustment in the class and/or number of securities issuable on the exercise of the Warrants and/or exercise price per security in the event of the following additional events: (i) a reorganization, reclassification or other change of the common shares into other securities; (ii) a consolidation, amalgamation, arrangement or merger of the Company with or into another entity (other than consolidations, amalgamations, arrangements or mergers which do not result in any reclassification of the common shares or a change of the common shares into other shares); (iii) an 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 (iv) a sale, conveyance or transfer (other than to a subsidiary of the Company) of the Company's undertakings or assets 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 theSecurities Act (Ontario)) 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 in which the holders of common shares are entitled to receive shares, other securities or property, including cash.

                No adjustment in the exercise price or the number of common shares purchasable on the exercise of the Warrants will be required to be made unless the cumulative effect of such adjustment or adjustments would change the exercise price by at least one percent or the number of common shares purchasable on exercise by at least one one-hundredth of a share; provided however, that any such adjustment that is not made will be carried forward and taken into account in any subsequent adjustment.


                The Company covenanted in the Indenture that, during the period in which the Warrants are exercisable, it will give notice to holders of Warrants of any event that requires or may require an adjustment in any of the exercise rights pursuant to any of the Warrants at least ten days prior to the record date or effective date, as the case may be, of such event.

                No fractional common shares will be issuable on the exercise of any Warrants. The Company will not pay cash or other consideration to the holder of a Warrant in lieu of fractional common shares. Except as expressly provided in the Indenture or in the Warrants, Holders of Warrants will not have any voting rights or any other rights whichthat a holder of common shares would have (including, without limitation, the right to receive notice of or to attend meetings of shareholders or any right to receive dividends or other distributions). Holders of Warrants will have no pre-emptive rights to acquire securities of the Company.

                From time to time, the Company and the Trustee, without the consent of the holders of Warrants, may amend or supplement the Indenture for certain purposes, including curing defects or inconsistencies or making any change that, in the opinion of the Trustee, does not prejudice the rights of the Trustee or the holders of the Warrants. Any amendment or supplement to the Indenture that prejudices the interests of the holders of the Warrants may only be made by "extraordinary resolution", which is defined in the Indenture as a resolution either (i) passed at a meeting of the holders of Warrants at which there are holders of Warrants present in person or represented by proxy representing at least 25% of the then outstanding Warrants (at least 50% for any amendment that would increase the exercise price per security, decrease the number of securities issuable upon the exercise of Warrants or shorten the term of the Warrants), or such lesser percentage constituting a quorum for this purpose under the Indenture, and passed by the affirmative vote of holders of Warrants representing not less than 662/3% of the then outstanding Warrants represented at the meeting and voted on the poll on such resolution; or (ii) adopted by an instrument in writing signed by the holders of Warrants representing not less than 662/3% of the then outstanding Warrants.

                The Warrants may not be exercised by or on behalf of a "U.S. Person"U.S. person (a "U.S. Person"), as defined in Rule 902(k) of Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), a person in the United States or for the account or benefit of a U.S. Person or a person in the United States (each a "Restricted Person") 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. The Company does not intend to register the Warrants, or the common shares issuable upon exercise of the Warrants, in the United States. The Company and Trustee will not accept subscriptions for common shares pursuant to the exercise of Warrants from any holder of Warrants who does not certify that it is not a Restricted Person.

                162            AGNICO-EAGLE MINES LIMITED

                Table of Contents


                Notwithstanding the foregoing, a Warrant may be exercised by or on behalf of Restricted Person if:

                  (a)
                  the Warrant is a U.S. Warrant (as defined in the Indenture) and is exercised by an Initial U.S. Holder (as defined in the Indenture);

                  (b)
                  the Warrant is a U.S. Warrant and the holder delivers a letter in the form of Schedule B to the Indenture to the Trustee; or

                  (c)
                  the holder delivers to the Trustee a written opinion of United States counsel reasonably acceptable to the Company to the effect that either the Warrants and the common shares have been registered under the U.S. Securities Act or, that upon exercise of the Warrant, the common shares may be issued to the holder without registration under the U.S. Securities Act and any applicable securities laws of any state of the United States.

                Warrants may not be sold or transferred except under circumstances that will not result in a violation of the U.S. Securities Act, any applicable U.S. state securities laws or any applicable Canadian securities laws. Warrants may only be sold or transferred:

                  (a)
                  to the Company;

                  (b)
                  outside the United States in accordance with Regulation S under the U.S. Securities Act; or

                  (b)(c)
                  in the United States in compliance with the exemption from registration provided by Rule 144 under the U.S. Securities Act, if available, or in another transaction that does not require registration under the U.S. Securities Act; or

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

                  RSU Plan

                  The Company has an RSU Plan for directors, officers and employees of the Company. See "Item 6 Directors, Senior Management and Employees – Compensation of Executive Officers – RSU Plan". A copy of the RSU Plan is filed as Exhibit 4.05 to this Form 20-F.

                  Stock Option Plan

                  The Company has a stock option planStock Option Plan for directors, officers, employees and service providers to the Company. See "Item 6 Directors, Senior Management and Employees  Compensation of Executive Officers  Stock Option Plan". A copy of the stock option planStock Option Plan is filed as Exhibit 4.03 to this Form 20-F.

                  Employee Share Purchase Plan

                  The Company has an Employee Share Purchase Plan for officers and full-time employees of the Company. See "Item 6 Directors, Senior Management and Employees  Compensation of Executive Officers  Employee Share Purchase Plan". A copy of the Employee Share Purchase Plan is filed as Exhibit 4.04 to this Form 20-F.


                  Exchange Controls

                  Canada has no system of exchange controls. There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public company to non-resident investors. There are no laws in Canada or exchange restrictions affecting the remittance of dividends, profits, interest, royalties and other payments to non-resident holders of the Company's securities, except as discussed in "—"– Canadian Federal Income Tax Considerations" below.


                  Restrictions on Share Ownership by Non-Canadians

                  There are no limitations under the laws of Canada or in the constating documents of the Company on the right of foreigners to hold or vote securities of the Company, except that theInvestment Canada Act may require review and approval by the Minister of Industry (Canada) of certain acquisitions of "control" of the Company by a "non-Canadian". The threshold for acquisitionsAn acquisition of "control" is generally defined as beingcontrol may occur if one-third or more of the voting shares of the Company.Company are acquired. "Non-Canadian" generally means an individual who is not a Canadian citizen or a permanent resident of Canada, or a corporation, partnership, trust or joint venture that is ultimately controlled by non-Canadians.


                  Corporate Governance

                          The Company is subject to a variety of corporate governance guidelines and requirements enacted by the TSX, the CSA and the NYSE and by the SEC under its rules and those mandated by SOX. Today, the Company meets and often exceeds not only corporate governance legal requirements in Canada and the United States, but also the best practices recommended by securities regulators. The Company is listed on the NYSE and, although the Company is not required to comply with the vast majority of the NYSE corporate governance requirements to which the Company would be subject if the Company were a U.S. corporation, the Company's governance practices differ from those required of U.S. domestic issuers in only the following respects. The NYSE rules for U.S. domestic issuers require shareholder approval of all equity compensation plans (as defined in the NYSE rules) regardless of whether new issuances, treasury shares or shares that the Company has purchased in the open market are used. The TSX rules require shareholder approval of share compensation arrangements involving new issuances of shares, and of certain amendments to such arrangements, but do not require such approval if the compensation arrangements involve only shares purchased by the company in the open market. The NYSE rules for U.S. domestic issuers also require shareholder approval of any transaction or series of related transactions that results in the issuance of common shares, or securities convertible into or exercisable for common shares, that has, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding prior to the transaction or if the issuance of common shares, or securities convertible into or exercisable for common shares, is, or will be upon issuance, equal to or in excess of 20% of the number of common shares outstanding prior to the transaction. The TSX rules require shareholder approval of acquisition transactions resulting in dilution in excess of 25%. The TSX also has broad general discretion to require shareholder approval in connection with any issuances of listed securities. The Company complies with the TSX rules.



                  Canadian Federal Income Tax Considerations

                  The following is a brief summary of some of the principal Canadian federal income tax consequences generally applicable to a holder of common shares of the Company (a "U.S. holder") who deals at arm's length with the Company, holds the

                  2012 ANNUAL REPORT            163

                  Table of Contents



                  shares as capital property and who, for the purposes of theIncome Tax Act (Canada) (the "Act") and the Canada-UnitedCanada- United States Income Tax Convention (1980) (the "Treaty"), is at all relevant times resident in the United States, is not and is not deemed to be resident in Canada and does not use or hold and is not deemed to use or hold the shares in carrying on a business in Canada. Special rules, which are not discussed below, may apply to a U.S. holder which is an insurer that carries on business in Canada and elsewhere.

                  This summary is of a general nature only and is not, and should not be interpreted as, legal or tax advice to any particular U.S. holder and no representation is made with respect to the Canadian federal income tax consequences to any particular person. Accordingly, U.S. holders are advised to consult their own tax advisors with respect to their particular circumstances.

                  Under the Act and the Treaty, a U.S. holder of common shares (including an individual or estate) who is entitled to full benefits under the Treaty will generally be subject to a 15% withholding tax on dividends paid or credited or deemed by the Act to have been paid or credited on such shares. The dividends may be exempt from such withholding in the case of some U.S. holders such as qualifying pension funds and charities. A U.S. holder who is not entitled to full benefits under the Treaty (or to the benefits of the Dividends Article of the Treaty) will generally be subject to Canadian withholding tax at the rate of 25% on such dividends.

                  In general, a U.S. holder will not be subject to Canadian income tax on capital gains arising on the disposition of shares of the Company unless, at athe time thatof disposition, the Company'sshares are "taxable Canadian property" (as defined in the Act) and such gains are not exempted from such income tax by virtue of the Treaty. Where the shares are listed on a designated stock exchange (which includes the TSX orand the NYSENYSE) at the time of disposition, the shares will not generally be taxable Canadian property, unless (i) at any time in the 60-month period immediately preceding the disposition (i) 25% or more of the shares of any class or series of the capital stock of the Company was owned by or belonged to one or more of the U.S. holder and persons with whom the U.S. holder did not deal at arm's length, and (ii) more than 50% of the fair market value of the shares was derived directly or indirectly from one or more of real or immovable property situated in Canada, Canadian resource properties, timber resource properties or options in respect of the foregoing or interests therein. In certain circumstances, the shares may be deemed to be taxable Canadian property of a U.S. holder. A U.S. holder and such persons and (ii)who is entitled to benefits under the Treaty will be so exempted under the Treaty where the value of the common shares of the Company at the time of the disposition derivesis not derived principally from real property (as defined in the Treaty) situated in Canada. For this purpose, the Treaty defines real property situated in Canada to include rights to explore for or exploit mineral deposits and other natural resources situated in Canada, rights to amounts computed by reference to the amount or value of production from such resources and certain other rights in respect of natural resources situated in Canada and sharesCanada.

                  To satisfy the withholding tax liabilities of a corporationU.S. holders that are registered shareholders, the value of whose shares is derived principally from real property situatedCompany withholds on dividend payments made to them. For U.S. holders that are beneficial shareholders, these withholding tax obligations are typically satisfied in Canada.the ordinary course through arrangements with their broker or other intermediary.


                  United States Federal Income Tax Considerations

                  The following is a brief summary of some of the principal U.S. federal income tax consequences to a holder of common shares of the Company, who deals at arm's length with the Company, holds the shares as a capital asset and who, for the purposes of the Internal Revenue Code of 1986, as amended (the "Code") and the Treaty, is at all relevant times a U.SU.S. Stockholder (as defined below).

                  As used herein, the term "U.S. Stockholder" means a holder of common shares of the Company who (for United States federal income tax purposes): (a) is a citizen or resident of the United States; (b) is a corporation created or organized in or under the laws of the United States or of any state therein; (c) is an estate the income of which is subject to United States federal income taxation regardless of its source; or (d) is a trust ifthat either (i) such trust has validly elected to be treated as a U.S. person or (ii) is subject to both the primary supervision of a U.S. court and the control of one or more U.S. persons with respect to all substantial trust decisions.

                  This summary is based on the Code, final and temporary Treasury Regulations promulgated thereunder, United States court decisions, published rulings and administrative positions of the U.S. Internal Revenue Service (the "IRS") interpreting the Code, and the Treaty, as applicable and, in each case, as in effect and available as of the date of this Form 20-F. Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive basis and could affect the United States federal income tax consequences described in this summary. This



                  summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive basis.

                  This summary does not describe United States federal estate and gift tax considerations, nor does it describe regional, state and local tax considerations within the United States. The following summary does not purport to be a

                  164            AGNICO-EAGLE MINES LIMITED

                  Table of Contents



                  comprehensive description of all of the possible tax considerations that may be relevant to a decision to purchase, hold or dispose of the common shares. In particular, this summary only deals with a holder who will hold the common shares as a capital asset and who does not own, directly or indirectly, 10% or more of our voting shares or of any of our direct or indirect subsidiaries. This summary does not address all of the tax consequences that may be relevant to holders in light of their particular circumstances, including but not limited to application of alternative minimum tax or rules applicable to taxpayers in special circumstances. Special rules may apply, for instance, to tax-exempt entities, banks, insurance companies, S corporations, dealers in securities or currencies, persons who will hold common shares as a position in a "straddle", hedge, constructive sale or "conversion transaction" for U.S. tax purposes, persons who have a "functional currency" other than the U.S. dollar or persons subject to U.S. taxation as expatriates. Furthermore, in general, this discussion does not address the tax consequences applicable to holders that are treated as partnerships or other pass-through entities for United States federal income tax purposes.

                  This summary is of a general nature only and is not, and should not be interpreted as, legal or tax advice to any particular U.S. Stockholder and no representation is made with respect to the U.S. income tax consequences to any particular person. Accordingly, U.S. Stockholders are advised to consult their own tax advisors with respect to their particular circumstances.

                  Dividends

                  For United States federal income tax purposes, the gross amount of all distributions, if any, paid with respect to the common shares out of current or accumulated earnings and profits ("E&P") to a U.S. Stockholder generally will be treated as foreign source dividend income to such holder, even though the U.S. Stockholder generally receives only a portion of the gross amount (after giving effect to the Canadian withholding tax as potentially reduced by the Treaty). United States corporations that hold the common shares generally will not be entitled to the dividends received deduction that applies to dividends received from United States corporations. To the extent a distribution exceeds E&P, it will be treated first as a return of capital to the extent of the U.S. Stockholder's adjusted basis and then as gain from the sale of a capital asset.

                  In the case of certain non-corporate U.S. Stockholders, including individuals and certain estates and trusts, gains recognized prior to 2011 from the sale of a capital asset held for longer than 12 months are taxable at a maximum federal income tax rate of 15%20%, while gains from the sale of a capital asset that do not meet such holding period are taxable at the rates applicable to ordinary income. Certain dividends paid prior to 2011 to certain non-corporate U.S. Stockholders, including individuals and certain estates and trusts, generally are also subject to the 15%20% maximum rate. The reduced tax rates generally are available only with respect to dividends received from U.S. corporations, and from non-U.S. corporations (a) that are eligible for the benefits of a comprehensive income tax treaty with the United States that the U.S. Treasury Department determines to be satisfactory and that contains an exchange of information program, or (b) whose stock is readily tradeabletradable on an established securities market in the United States. In addition, the reduced tax rates are not available with respect to dividends received from a foreign corporation that was a passive foreign investment company in either the taxable year of the distribution or the preceding taxable year. Special rules may apply, however, to cause such dividends to be taxable at the higher rates applicable to ordinary income. For example, the reduced tax rates are not available with respect to a dividend on shares where the U.S. Stockholder does not continuously own such shares for more than 60 days during the 120-day period beginning 60 days before the ex-dividend date. Many other complex and special rules may apply as a condition to, or as a result of, the application of the reduced tax rate on dividends. U.S. Stockholders are advised to consult their own tax advisors.

                  For United States federal income tax purposes, the amount of any dividend paid in Canadian dollars will be the United States dollar value of the Canadian dollars at the exchange rate in effect on the date the dividend is properly included in income, whether or not the Canadian dollars are converted into United States dollars at



                  that time. Gain or loss recognized by a U.S. Stockholder on a sale or exchange of the Canadian dollars will generally be United States source ordinary income or loss.

                  The withholding tax imposed by Canada generally is a creditable foreign tax for United States federal income tax purposes. Therefore, thea U.S. Stockholder generally will be entitled to include the amount withheld as a foreign tax paid in computing a foreign tax credit (or in computing a deduction for foreign income taxes paid, if the holder does not elect to use the foreign tax credit provisions of the Code). The Code, however, imposes a number of limitations on the use of foreign tax credits, based on the particular facts and circumstances of each taxpayer. Investors should consult their tax advisors regarding the availability of the foreign tax credit. U.S. Stockholders that do not elect to claim foreign tax credit for a taxable year may be eligible to deduct such withholding tax imposed by Canada.

                  2012 ANNUAL REPORT            165

                  Table of Contents


                  Capital Gains

                  Subject to the discussion below under the heading "—"– Passive Foreign Investment Company Considerations", gain or loss recognized by a U.S. Stockholder on the sale or other disposition of the common shares will be subject to United States federal income taxation as capital gain or loss in an amount equal to the difference between such U.S. Stockholder's adjusted basis in the common shares and the amount realized upon its disposition.

                  Gain on the sale of common shares held for more than one year by certain non-corporate U.S. Stockholders, including individuals and certain estates and trusts, will be taxable at a maximum rate of 15%20%. A reduced rate does not apply to capital gains realized by a U.S. Stockholder that is a corporation. Capital losses are generally deductible only against capital gains and not against ordinary income. In the case of an individual, however, unused capital losses in excess of capital gains may offset up to $3,000 annually of ordinary income.

                  Capital gain or loss recognized by a U.S. Stockholder on the sale or other disposition of common shares will generally be sourced in the United States.

                  Medicare Tax

                  Certain U.S. Stockholders who are individuals, estates or trusts are required to pay an additional 3.8% tax on, among other things, dividends and capital gains from the sale or other disposition of shares, including the common shares of the Company.

                  Passive Foreign Investment Company Considerations

                  The Company will be classified as a passive foreign investment company (a "PFIC") for United States federal income tax purposes if either (i) 75% or more of its gross income is passive income or (ii) on average for the taxable year, 50% or more of its assets (by value) produce or are held for the production of passive income. Based on projections of the Company's income and assets and the manner in which the Company intends to manage its business, the Company expects that the Company will not be a PFIC. However, there can be no assurance that this will actually be the case.

                  If the Company were to be classified as a PFIC, the consequences to a U.S. Stockholder will depend in part on whether the U.S. Stockholder has made a "Mark-to-Market Election" or a "QEF Election" with respect to the Company. If the Company is a PFIC during a U.S. Stockholder's holding period and the U.S. Stockholder does not make a Mark-to-Market Election or a QEF Election, the U.S. Stockholder will generally be subject to special rules including interest charges.

                  If a U.S. Stockholder makes a Mark-to-Market Election, the U.S. Stockholder would generally be required to include in its income the excess of the fair market value of the common shares as of the close of each taxable year over the U.S. Stockholder's adjusted basis therein. If the U.S. Stockholder's adjusted basis in the common shares is greater than the fair market value of the common shares as of the close of the taxable year, the U.S. Stockholder may deduct such excess, but only up to the aggregate amount of ordinary income previously included as a result of the Mark-to-Market Election, reduced by any previous deduction taken. The U.S. Stockholder's adjusted basis in its common shares will be increased by the amount of income or reduced by the amount of deductions resulting from the Mark-to-Market Election.

                  A U.S. Stockholder who makes a QEF Election would generally be currently taxable on itspro rata share of the Company's ordinary earnings and net capital gain (at ordinary income and capital gains rates, respectively) for each taxable year that the Company is classified as a PFIC, even if no dividend distributions were received.


                  If for any year the Company determines that it is properly classified as a PFIC, it will comply with all reporting requirements necessary for a U.S. Stockholder to make a QEF Election and will, promptly following the end of such year and each year thereafter for which the Company is properly classified as a PFIC, provide to U.S. Stockholders the information required by the QEF Election.

                  Under current U.S. law, if the Company is a PFIC in any year, a U.S. Stockholder must file an annual return on IRS Form 8621, which describes the income received (or deemed to be received pursuant to a QEF Election) from the Company, any gain realized on a disposition of common shares and certain other information.

                  Information Reporting; Backup Withholding Tax

                  Dividends on and proceeds arising from a sale of common shares generally will be subject to information reporting and backup withholding tax, currently at the rate of 28%, if (a) a U.S. Stockholder fails to furnish the U.S. Stockholder's correct United States taxpayer identification number (generally on Form W-9), (b) the withholding agent is advised the U.S. Stockholder furnished an incorrect United States taxpayer identification number, (c) the withholding agent is notified by the IRS that the U.S. Stockholder has previously failed to properly report items subject to backup withholding tax, or

                  166            AGNICO-EAGLE MINES LIMITED

                  Table of Contents



                  (d) the U.S. Stockholder fails to certify, under penalty of perjury, that the U.S. Stockholder has furnished its correct U.S. taxpayer identification number and that the IRS has not notified the U.S. Stockholder that it is subject to backup withholding tax. However, U.S. Stockholders that are corporations generally are excluded from these information reporting and backup withholding tax rules. Amounts withheld as backup withholding may be credited against a U.S. Stockholder's United States federal income tax liability, and a U.S. Stockholder may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the IRS and furnishing any required information.


                  Audit Fees

                          Fees paidRecently enacted legislation requires U.S. individuals to Ernst & Young LLP for 2009 and 2008 are set out below.

                   
                   Year ended
                  December 31, 2009
                  (C$ thousands)
                   Year ended
                  December 31, 2008
                  (C$ thousands)
                   

                  Audit fees

                    1,735  1,815 

                  Audit-related fees

                    18  35 

                  Tax consulting fees

                    233  721 

                  All other fees

                    64  70 
                        

                  Total

                    2,050  2,641 
                        

                          Audit fees were paid for professional services renderedreport an interest in any "specified foreign financial asset" if the aggregate value of such assets owned by the auditorsU.S. individual exceeds $50,000 (or such higher amount as the IRS may prescribe in future guidance). Stock issued by a foreign corporation is treated as a specified foreign financial asset for the audit of Agnico-Eagle's annual financial statements and related statutory and regulatory filings and for the quarterly review of Agnico-Eagle's interim financial statements. Audit fees also include prospectus-related fees for professional services rendered by the auditors in connection with equity financings by Agnico-Eagle during 2009. These services consisted of the audit or review, as required, of financial statements included in the prospectuses, the review of documents filed with securities regulatory authorities, correspondence with securities regulatory authorities and all other services required by regulatory authorities in connection with the filing of these documents.

                          Audit-related fees consist of fees paid for assurance and related services performed by the auditors that are reasonably related to the performance of the audit of the Company's financial statements. This includes consultation with respect to financial reporting, accounting standards and compliance with Section 404 of SOX.

                          Tax consulting fees were paid for professional services relating to tax compliance, tax advice and tax planning. These services included the review of tax returns, assistance with eligibility of expenditures under the Canadian flow-through share tax regime and tax planning and advisory services in connection with international and domestic taxation issues.


                          All other fees were paid for services other than the fees listed above and include fees for professional services rendered by the auditors in connection with the translation of securities regulatory filings required to comply with securities laws in certain Canadian jurisdictions.

                          No other fees were paid to auditors in the previous two years.

                          The Audit Committee has adopted a policy that requires the pre-approval of all fees paid to Ernst & Young LLP prior to the commencement of the specific engagement, and all fees referred to above were pre-approved in accordance with such policy.this purpose.


                  Documents on DisplayCease Trade Orders, Bankruptcies, Penalties or Sanctions

                  No director or executive officer of the Company is, or within 10 years prior to the date hereof has been, a director, chief executive officer or chief financial officer of any company (including the Company) that: (i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

                  No director or executive officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company: (i) is, or within 10 years prior to the date hereof has been, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (ii) has, within 10 years prior to the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

                  No director or executive officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company, has been subject to: (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.


                  Available Documents

                  The Company's filings with the SEC, including exhibits and schedules filed with this Form 20-F, may be reviewed and copied at prescribed rates at the SEC's public reference room located at 100 F Street, N.E., Washington, D.C. 20549. Further information on the public reference rooms may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains a web site (www.sec.gov) that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. Agnico-EagleAgnico- Eagle began to file electronically with the SEC in August 2002.

                  Any reports, statements or other information that the Company files with the SEC may be read at the addresses indicated above and may also be accessed electronically at the web site set forthout above. These SEC filings are also available to the public from commercial document retrieval services.

                  The Company also files reports, statements and other information with the CSA and these can be accessed electronically at the CSA's System for Electronic Document Analysis and Retrieval web siteon SEDAR at www.sedar.com.

                  The Company's filings with the SEC and CSA may also be accessed electronically from the Company's website at www.agnico eagle.com.www.agnico-eagle.com.

                  2012 ANNUAL REPORT            167

                  Table of Contents



                  ITEM 11   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

                  Metal Price and Foreign Currency

                  Agnico-Eagle's net income is most sensitive to metal prices and the Canadian dollar/US dollar,
                  Euro/US dollar and Euro/Mexican peso/US dollar exchange rates. For the purpose of the sensitivities set outdetailed in the table below, Agnico-Eagle used the following metal price and exchange rate assumptions:

                    Gold — $950– $1,700 per ounce;

                    Silver — $14.00– $34 per ounce;

                    Zinc — $1,800– $2,000 per tonne;

                    Copper — $6,100– $7,500 per tonne; and

                    Canadian dollar/US dollar  C$1.101.00 per $1.00.$1.00;

                    Euro/US dollar — $1.40– €0.77 per €1.00.$1.00; and

                    Mexican peso/US dollar – 13.00 Mexican pesos per $1.00.

                  Changes in the market price of gold are duecan be attributed to numerous factors such as demand, global mine production levels, forward selling by producers, central bank purchases and sales and investor sentiment. Changes in the market prices of other metals are duecan be attributed to factors such as demand and global mine production levels. Changes in the exchange rates are duecan be attributed to factors such as supply and demand for currencies and economic conditions in each country or currency area. In 2009,2012, the ranges of metal prices and exchange rates were:were as follows:

                    Gold: $810 — $1,212$1,527 – $1,796 per ounce, averaging $972$1,668 per ounce;

                    Silver: $10.51 — $19.18$26 – $37 per ounce, averaging $14.67$31 per ounce;

                    Zinc: $1,059 — $2,570$1,758 – $2,189 per tonne, averaging $1,660$1,947 per tonne;

                    Copper: $3,050 — $7,372$7,251 – $8,737 per tonne, averaging $5,162$7,953 per tonne;

                    Canadian dollar/US dollar: C$1.02 —0.96 – C$1.30651.04 per $1.00, averaging C$1.14151.00 per $1.00; and

                    Euro/US dollar: €0.6603 — €0.8028€0.75 – €0.83 per $1.00, averaging €0.7171€0.78 per $1.00; and

                    Mexican peso/US dollar: 12.55 – 14.60 Mexican pesos per $1.00, averaging 13.16 Mexican pesos per $1.00.

                  The following table sets outdetails the estimated impact on 20102013 total cash costs per ounce of gold produced of a 10% change in assumed metal prices and exchange rates. A 10% change in each variable was considered in isolation while holding all other assumptions constant. Based on historical market data and 2009the 2012 price ranges shown above, a 10% change in assumed metal prices and exchange rates is reasonably likely in 2010.2013.

                  Changes in variable  Impact on
                  Total Cash Costs
                  per Ounce of
                  Gold Produced
                   

                  10% Silver $14 

                  10% Zinc $5 

                  10% Copper $4 

                  10% Canadian dollar/US dollar $78 

                  10% Euro/US dollar $11 

                  10% Mexican peso/US dollar $14 

                  Changes in variable
                   Impact on
                  total cash costs
                  per ounce
                   

                  Canadian dollar/US dollar

                   $37 

                  Euro/US dollar

                   $7 

                  Zinc

                   $6 

                  Silver

                   $7 

                  Copper

                   $2 

                  In order to mitigate the impact of fluctuating precious and basebyproduct metal prices, the Company occasionally enters into derivative transactions under its Metal Price Risk Management Policy, approved by the Board. The Company's policy and practice is not to sell forward its gold and silver production. However, the policy does allow the Company to use other hedging strategies where appropriate to ensure an adequate return on new projects. Agnico-Eaglemitigate foreign exchange and byproduct metal pricing risks. The Company occasionally buys put options, enters into price collars and enters into forward contracts to protect minimum basebyproduct metal prices while maintaining

                  168            AGNICO-EAGLE MINES LIMITED

                  Table of Contents



                  full participationexposure to gold and silverthe price increases. In 2009, theof gold. The Risk Management Committee has approved the strategy of using short-term call options in an attempt to enhance the realized basebyproduct metal prices. During 2009, six call options were written of which two expired out of the money and the net premium loss amounted to $0.7 million. The Company will continue to monitor the market and pricing to determine appropriate months to carry on with the strategy. The Company's policy does not allow speculative trading.

                  The Company receives payment for all of its metal sales in US dollars and pays most of its operating and capital costs in Canadian dollars, Euros or Mexican pesos. This gives rise to significant currency risk exposure. From time to time theThe Company has enteredenters into currency hedging transactions under the Company's Foreign Exchange Risk Management Policy, approved by the Board, to hedge part of its foreign currency exposure. The policy does not permit the hedging of translation exposure (that is, the gains and losses that arise from the accounting translation of Canadian dollar, Euro or Mexican peso denominated assets and liabilities into US dollars), as these doit does not give rise to cash exposure. The Company's foreign currency derivative strategy consistedincludes the use of writing US dollar call options with short maturitiespurchased puts, sold calls, collars and forwards. The Company's policy does not allow speculative trading.

                  Cost Inputs

                  The Company also considers and may enter into risk management strategies to generate premiums that would, in essence, enhance the spot transaction rate received when exchanging US dollarsmitigate price risk on certain consumables including, but not limited to, Canadian dollars. All of thesediesel fuel. These strategies have largely been confined to longer term purchasing contracts but may include financial and derivative transactions expired prior to the year end such that no derivatives were outstanding on December 31, 2009. Throughout 2009, the Company's foreign currency derivative strategy generated $4.5 million in call option premiums.instruments.

                  Interest Rates

                  The Company's current exposure to market risk for changes in interest rates relates primarily to the drawdowndrawdowns on theits Credit FacilitiesFacility and its investment portfolio. Drawdowns on the Credit FacilitiesFacility are used primarily to fund a portion of the capital expenditures related to the Company's development projects.projects and working capital requirements. As ofat December 31, 2009,2012, the Company had drawn down $715$30.0 million on the Credit Facilities.Facility. In addition, the Company usually invests its cash in investments with short maturities or with frequent interest reset terms withand a credit rating of R1-High or better. As a result, the Company's interest income fluctuates with short-term market conditions. As ofat December 31, 2009,2012, short-term investments amounted to $3.3$8.5 million.

                  Amounts drawn under the Credit FacilitiesFacility are subject to floating interest rates based on benchmark rates available in the United States and Canada or on LIBOR. In the past, the Company has entered into derivative instruments to hedge against unfavorable changes in interest rates. The Company will continue to monitor its interest rate exposure and may enter into such agreements to manage its exposure to fluctuating interest rates. In 2009, there were no2012, the Company entered into an interest rate derivative instruments in place.instrument to mitigate interest rate risk relating to the 2012 Notes.


                  DerivativesFinancial Instruments

                  The Company from time to time, enters into derivative contracts to limit the risk associated with decreased byproduct metal prices.prices, increased foreign currency costs (including capital expenditures) and input costs. The contracts act as economic hedges of underlying exposures to byproduct metal price risk and foreign currency exchange risk and are not held for speculative purposes. Agnico-Eagle does not use complex derivative contracts to hedge exposures. The Company uses simple contracts, such as puts and calls, to mitigate downside risk yet maintain full participation to rising precious metal prices. Agnico-Eagle also enters into forward contracts to lock in exchange rates based on projected Canadian dollar operatingcollars and capital requirements.forwards.

                  Using derivativefinancial instruments creates various financial risks. Credit risk is the risk that the counterparties to derivativefinancial contracts will fail to perform on an obligation to the Company. Credit risk is partially mitigated by dealing with high quality counterparties such as major stable banks. Market liquidity risk is the risk that a derivativefinancial position cannot be liquidated quickly. The Company primarily mitigates market liquidity risk by spreading out the maturity of derivativefinancial contracts over time, usually based on projected production levels for the specific metal being hedged, such that the relevant markets will be able to absorb the contracts. Mark-to-market risk is the risk that an adverse change in market prices for metals will affect financial condition. SinceBecause derivative contracts are primarily used as economic hedges, for most of the contracts, changes in the mark-to-market value will affectmay impact income. For a description of the accounting treatment of derivative contracts, please see "Item 5 Operating and Financial Review and Prospects  Critical Accounting Estimates  Financial Instruments".

                          In addition to writing US dollar call options with short maturities to enhance the spot transaction rate when exchanging US dollars to Canadian dollars, the Company also entered into three zero cost collar contracts in October 2008. The purpose of entering into these zero cost collar contracts was to mitigate the risks associated with fluctuating foreign exchange rates by hedging the functional-currency-equivalent cash flows associated with the Canadian dollar capital expenditures on the Meadowbank mine project. The purchase of US dollar put options was financed through selling US dollar call options at higher exercise prices such that the net premium payable to the different counterparties by the Company is nil. The hedged items represent monthly forecasted Canadian dollar cash outflows pertaining to its Canadian projects during 2009. The cash flow hedging relationship meets all requirements of ASC 815 — Derivatives and Hedging (Prior authoritative literature: FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities"), to be perfectly effective, while unrealized gains and losses are recognized within other comprehensive income. There were no outstanding zero cost collar contracts as of December 31, 2009.

                          The risk hedged in 2009 was the variability in expected future cash flows arising from changes in foreign currency exchange risk below and above the levels of C$1.1546 and C$1.2095 per US$. The hedged items represented C$15 million of unhedged forecast Canadian dollar denominated cash outflows per month arising from Canadian dollar denominated capital expenditures in 2009. As of December 31, 2009, all positions had expired and the strategy resulted in an overall realized gain of C$7.4 million which was applied to reduce capital expenditures.

                          Also during 2009, the Company sold call options against the shares and warrants of Goldcorp to hedge its price exposure to the Goldcorp shares and warrants it acquired in connection with Goldcorp's acquisition of Gold Eagle. As of December 31, 2009, the Company had outstanding written call option contracts in respect of its Goldcorp warrants at a strike price of C$46 per share and a March 2010 expiration date. These call option contracts generated approximately $0.7 million in premium proceeds net of the mark-to-market adjustment during 2009 and upon expiration will be recognized in the "Interest and sundry income" line item of the Consolidated Statements of Income and Comprehensive Income.

                          Since the Company's holdings of Goldcorp shares were liquidated in 2009 and only the warrants remain, the Company expects the total premiums generated by writing call options on these holdings will be significantly less in 2010 as compared to 2009.

                  ITEM 12   DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

                  None/not applicable.


                  2012 ANNUAL REPORT            169

                  Table of Contents
                  PART II


                  ITEM 13   DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

                          None/not applicable.None.

                  ITEM 14   MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

                          None/not applicable.None.

                  ITEM 15   CONTROLS AND PROCEDURES

                  Evaluation of disclosure controls and procedures

                  The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company's disclosure controls and procedures as of December 31, 2012 pursuant to Rule 13a-15 under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

                  Based on such evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2009,2012, the Company's disclosure controls and procedures arewere designed at a reasonable assurance level and arewere effective to provide reasonable assurance that information the Company is required to disclose in reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.


                  Management's report on internal control over financial reporting

                  Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the Company's Chief Executive Officer and Chief Financial Officer and effected by the Company's Board, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

                  The Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2009.2012. In making this assessment, the Company's management used the criteria set forthout by the Committee of Sponsoring Organizations of the Treadway Commission inInternal Control-IntegratedControl – Integrated Framework. Based upon its assessment, management concluded that, as of December 31, 2009,2012, the Company's internal control over financial reporting was effective.

                  The effectiveness of the Company's internal control over financial reporting as of December 31, 20092012 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which appears herein.

                  The Company will continue to periodically review its disclosure controls and procedures and internal control over financial reporting and may make modifications from time to time as considered necessary or desirable.



                  Attestation report of the registered public accounting firm

                  Please see "Item 18 Financial Statements  Report of Independent Registered Public Accounting Firm" included in the Company's Consolidated Financial Statements.Statements which, is incorporated by reference to this Item 15.


                  Changes in internal control over financial reporting

                  Management regularly reviews its system of internal control over financial reporting and makes changes to the Company's processes and systems to improve controls and increase efficiency, while ensuring that the Company maintains an

                  170            AGNICO-EAGLE MINES LIMITED

                  Table of Contents



                  effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

                  There was no change in the Company's internal control over financial reporting that occurred during the period covered by this Annual Report on Form 20-F that washas materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

                  ITEM 15T   CONTROLS AND PROCEDURES

                  Not applicable.

                  ITEM 16A   AUDIT COMMITTEE FINANCIAL EXPERT

                  The Board has determined that the Company shall have at least one "audit committee financial expert" (as defined in Item 16A of Form 20-F) and that Messrs. BernieBernard Kraft and Mel Leiderman are the Company's "audit committee financial experts" serving on the Audit Committee of the Board. Each of the Audit Committee financial experts is "independent" under applicable listing standards.

                  ITEM 16B   CODE OF ETHICS

                  The Company has adopted a "code of ethics" (as defined in Item 16B of Form 20-F) that applies to its Chief Executive Officer, Chief Financial Officer, principal accounting officer, controller and persons performing similar functions. In 2012, the Company amended its "code of ethics" to, among other things, (a) require that all employees use the information technology services provided to them by the Company in a professional, lawful and ethical manner and in accordance with the Company's information technology usage policy and (b) require the prior approval of the Company's Community Donations Committee for political donations made in the name of the Company and limit such donations to an aggregate annual limit of C$100,000, unless a greater aggregate amount has been approved by the Board. A copy of thisthe Company's amended code of ethics washas been filed as Exhibit 211.01 to thethis Form 6-K filed on December 13, 2005 and is incorporated by reference hereto.20-F. The code of ethics is available on the Company's website atwww.agnico-eagle.com or, bywithout charge, upon request from the Corporate Secretary, Agnico-Eagle Mines Limited, Suite 400, 145 King Street East, Toronto, Ontario M5C 2Y7 (telephone 416-947-1212).

                  ITEM 16C   PRINCIPAL ACCOUNTANT FEES AND SERVICES

                  The Audit Committee establishes the independent auditors' compensation. In 2003, the Audit Committee established a policy to pre-approve all services provided by the Company's independent public accountant, Ernst & Young LLP. The Audit Committee determines which non-audit services the independent auditors are prohibited from providing and authorizes permitted non-audit services to be performed by the independent auditors to the extent those services are permitted by SOX and other applicable legislation. A summary of all fees paid to Ernst & Young LLP for the fiscal years ended December 31, 2009legislation and 2008 can be found under "Item 10 Additional Information — Audit Fees".regulations. All fees paid to Ernst & Young LLP in 20092012 were pre-approved by the Audit Committee.

                  Ernst & Young LLP has served as the Company's independent public accountant for each of the fiscal years in the three-year period ended December 31, 20092012 for which audited financial statements appear in this Annual Report on Form 20-F. Fees paid to Ernst & Young LLP in 2012 and 2011 are set out below.

                    Year Ended December 31,
                    
                    2012 2011 
                    
                    (C$ thousands)
                  Audit fees 2,466 2,655 

                  Audit-related fees 23 21 

                  Tax fees 400 72 

                  All other fees 167 76 

                  Total 3,056 2,824 

                  Audit fees were paid for professional services rendered by the auditors for the audit of Agnico-Eagle's annual financial statements and related statutory and regulatory filings and for the quarterly review of Agnico-Eagle's interim financial

                  2012 ANNUAL REPORT            171

                  Table of Contents



                  statements. Audit fees also include prospectus-related fees for professional services rendered by the auditors in connection with corporate financing activities. These services consisted of the audit or review, as required, of financial statements included in the prospectuses, the review of documents filed with securities regulatory authorities, correspondence with securities regulatory authorities and all other services required by regulatory authorities in connection with the filing of these documents.

                  Audit-related fees consist of fees paid for assurance and related services performed by the auditors that are reasonably related to the performance of the audit of the Company's financial statements. This includes consultation with respect to financial reporting, accounting standards and compliance with Section 404 of SOX.

                  Tax fees were paid for professional services relating to tax compliance, tax advice and tax planning. These services included the review of tax returns and tax planning and advisory services in connection with international and domestic taxation issues.

                  All other fees were paid for services other than the services described above and include fees for professional services rendered by the auditors in connection with the translation of securities regulatory filings required to comply with securities laws in certain Canadian jurisdictions.

                  No other fees were paid to auditors in the previous two years.

                  The Audit Committee has adopted a policy that requires the pre-approval of all fees paid to Ernst & Young LLP prior to the commencement of the specific engagement, and all fees referred to above were pre-approved in accordance with such policy.

                  ITEM 16D   EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

                          None/Not applicable.None.

                  ITEM 16E   PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

                          None/Not applicable.None.

                  ITEM 16F   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

                          None/Not applicable.None.

                  ITEM 16G   CORPORATE GOVERNANCE

                          See "Item 10 Additional Information — Corporate Governance"The Company is subject to a variety of corporate governance guidelines and requirements enacted by the TSX, the CSA, the NYSE and the SEC. The Company believes that it meets and often exceeds not only corporate governance legal requirements in Canada and the United States, but also the best practices recommended by securities regulators. The Company is listed on the NYSE and, although the Company is not required to comply with most of the NYSE corporate governance requirements to which is incorporated by referencethe Company would be subject if it were a U.S. corporation, the Company's governance practices differ from those required of U.S. domestic issuers in only the following respects. The NYSE rules for U.S. domestic issuers require shareholder approval of all equity compensation plans (as defined in the NYSE rules) regardless of whether new issuances, treasury shares or shares that the Company has purchased in the open market are used. The TSX rules require shareholder approval of share compensation arrangements involving new issuances of shares, and of certain amendments to such arrangements, but do not require such approval if the compensation arrangements involve only shares purchased in the open market. The NYSE rules for U.S. domestic issuers also require shareholder approval of certain transactions or series of related transactions that result in the issuance of common shares, or securities convertible into or exercisable for common shares, that have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding prior to the transaction or if the issuance of common shares, or securities convertible into or exercisable for common shares, are, or will be upon issuance, equal to or in excess of 20% of the number of common shares outstanding prior to the transaction. The TSX rules require shareholder approval of acquisition transactions resulting in dilution in excess of 25%. The TSX also has broad general discretion to require shareholder approval in connection with any issuances of listed securities. The Company complies with the TSX rules described in this Item 16G.paragraph.

                  ITEM 16H   MINE SAFETY DISCLOSURE

                  Not applicable.

                  172            AGNICO-EAGLE MINES LIMITED

                  Table of Contents



                  PART IIIII

                  ITEM 17   FINANCIAL STATEMENTS

                          The Company has elected to provide financial statements and related information pursuant to Item 18.Not applicable.

                  ITEM 18   FINANCIAL STATEMENTS

                  Pursuant to General Instruction E(c) of Form 20-F, the registrant has elected to provide the financial statements and related information specified in Item 18.18, as set out below.



                  Page

                  Reports of Independent Registered Public Accounting Firm174, 176

                  Management Certification175

                  Summary of Significant Accounting Policies177

                  Consolidated Balance Sheets184

                  Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)186

                  Consolidated Statements of Shareholders' Equity188

                  Consolidated Statements of Cash Flows190

                  Notes to Consolidated Financial Statements192

                  2012 ANNUAL REPORT            173

                  Table of Contents



                  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

                  TheTo the Board of Directors (the "Board") and Shareholders of Agnico-Eagle Mines Limited:

                  We have audited the effectiveness of Agnico-Eagle Mines Limited's internal control over financial reporting as of December 31, 2009,2012, based on criteria established inInternal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria)"COSO criteria"). Agnico-Eagle Mines Limited's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management'smanagement certification report on internal control over financial reporting. Our responsibility is to express an opinion on the company'sAgnico-Eagle Mines Limited's internal control over financial reporting based on our audit.

                  We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

                  A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures thatthat: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receiptsrevenues and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

                  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

                  In our opinion, Agnico-Eagle Mines Limited maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009,2012 based on the COSO criteria.

                  We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Agnico-Eagle Mines Limited as of December 31, 20092012 and 2008,December 31, 2011, and the related consolidated statements of income (loss) and comprehensive income (loss), shareholders' equity and cash flows for each of the three years in the three-year period ended December 31, 2009,2012, and our report dated March 26, 2010,2013 expressed an unqualified opinion thereon.



                  Toronto, Canada
                  March 26, 20102013
                   /s/ERNST & YOUNG LLP
                  Chartered Accountants
                  Licensed Public Accountants

                  174            AGNICO-EAGLE MINES LIMITED

                  Table of Contents



                  MANAGEMENT CERTIFICATION

                  Management of Agnico-Eagle Mines Limited (the "Company") is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the Company's Chief Executive Officer and Chief Financial Officer and effected by the Company's Board, of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

                  The Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2009.2012. In making this assessment, the Company's management used the criteria set forthoutlined by the Committee of Sponsoring Organizations of the Treadway Commission inInternal Control-IntegratedControl – Integrated Framework. Based uponon its assessment, management concluded that, as of December 31, 2009,2012, the Company's internal control over financial reporting was effective.

                  The effectiveness of the Company's internal control over financial reporting as of December 31, 20092012 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which appears herein.


                  Toronto, Canada
                  March 26, 2010
                  2013

                   

                  By:


                  /s/  SEAN BOYD

                  Sean Boyd
                  Vice Chairman, President and Chief Executive Officer

                   

                   

                  By:


                  /s/  DAVID GAROFALO
                  SMITH      

                  David GarofaloSmith
                  Senior Vice-President, Finance and
                  Chief Financial Officer

                  2012 ANNUAL REPORT            175

                  Table of Contents



                  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

                  To the Board of Directors and Shareholders of Agnico-Eagle Mines Limited:

                  We have audited the accompanying consolidated balance sheets of Agnico-Eagle Mines Limited as of December 31, 20092012 and 2008,December 31, 2011, and the related consolidated statements of income (loss) and comprehensive income (loss), shareholders' equity and cash flows for each of the years in the three-year period ended December 31, 2009.2012. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

                  We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

                  In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Agnico-Eagle Mines Limited at December 31, 20092012 and 2008,December 31, 2011 and the consolidated results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2009,2012 in conformity with United States generally accepted accounting principles.

                  We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Agnico-Eagle Mines Limited's internal control over financial reporting as of December 31, 2009,2012, based on criteria established inInternal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 26, 20102013 expressed an unqualified opinion thereon.



                  Toronto, Canada
                  March 26, 20102013
                   /s/ERNST & YOUNG LLP
                  Chartered Accountants
                  Licensed Public Accountants

                  176            AGNICO-EAGLE MINES LIMITED

                  Table of Contents



                  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                  These consolidated financial statements of Agnico-Eagle Mines Limited ("Agnico-Eagle" or the "Company") are expressed in thousands of United States dollars ("US dollars", "US$" or "$"), except where noted, and have been prepared in accordance with United States generally accepted accounting principles ("US GAAP"). SinceCertain information in the consolidated financial statements is presented in Canadian dollars ("C$"). As a precise determination of assets and liabilities depends on future events, the preparation of consolidated financial statements for a period necessarily involves the use of estimates and approximations. Actual results may differ from such estimates and approximations. The consolidated financial statements have, in management's opinion, been prepared within reasonable limits of materiality and within the framework of the significant accounting policies referred to below.

                  Basis of consolidation

                  These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries and entities in which it has a controlling financial interest, after the elimination of intercompany accounts and transactions. The Company has a controlling financial interest if it owns a majority of the outstanding voting common stock or has significant control over an entity through contractual arrangements or economic interests of which the Company is the primary beneficiary.

                  Cash and cash equivalents

                  Cash and cash equivalents include cash on hand and short-term investments in money market instruments with remaining maturities of three months or less at the date of purchase. Short-term investments are designated as held to maturity for accounting purposes and are carried at amortized cost, which approximates market value given the short-term nature of these investments. Agnico-Eagle places its cash and cash equivalents and short-term investments in high quality securities issued by government agencies, financial institutions and major corporations and limits the amount of credit exposure by diversifying its holdings.

                  Inventories

                  Inventories consist of ore stockpiles, concentrates, gold dore bars and supplies. AmountsInventory amounts are removed from inventoryreduced based on average cost or in the case of supplies, the lower of average cost and replacement cost. The current portion of stockpiles, ore on leach pads and inventories isare determined based on the expected amounts to be processed within the next 12 months. Stockpiles, ore on leach pads and inventories not expected to be processed or used within the next 12 months are classified as long-term.long term.

                  Ore Stockpiles

                  Stockpiles consist of coarse ore that has been mined and hoisted from underground or delivered from thean open pit that is available for further processing and in-stope ore inventory in the form of drilled and blasted stopes ready to be mucked and hoisted to the surface. The stockpiles are measured by estimating the tonnage, contained ounces (based on assays) and recovery percentages (based on actual recovery rates achieved for processing similar ore). Specific tonnages are verified and compared to original estimates once the stockpile is milled. The ore stockpile isOre stockpiles are valued at the lower of net realizable value and mining costs incurred up to the point of stockpiling the ore. The net realizable value of stockpiled ore is assessedcalculated by comparingsubtracting the sum of the carrying value plus future processing and selling costs tofrom the expected revenue to be earned,from the ore, which is based on the estimated volumetonnage and grade of stockpiled material.ore.

                  Mining costs include all costs associated with mining operations and are allocated to each tonne of stockpiled ore. FullyCosts fully absorbed costsinto inventory values include direct and indirect materials and consumables, direct labour, utilities and amortization of mining assets incurred up to the point of stockpiling the ore. Royalty expenses and production taxes are included in production costs, but are not capitalized into inventory. Stockpiles are not intended to be long-term inventory items and are generally processed within twelve months of extraction, with the exception of certain portions of the Goldex MinePinos Altos, Kittila and Meadowbank mines' ore stockpile.stockpiles. Due to the structure of the Goldex Minethese ore body,bodies, a significant amount of drilling and blasting is incurredundertaken in the early years of itstheir mine life, resultingwhich results in a long-term stockpile. The decision to process stockpiled ore is based on a net smelter return analysis. The Company processes its stockpiled ore if its estimated revenue, on a per tonne basis and net of estimated smelting and refining costs, is greater than the related mining and milling costs. The Company has never elected to not process stockpiled ore



                  and does not anticipate departing from this practice in the future. Stockpiled ore on the surface is exposed to the elements, but the Company does not expect its condition to deteriorate significantly as a result.

                  2012 ANNUAL REPORT            177

                  Table of Contents


                  Pre-production stripping costs are capitalized until an "other thande minimis" level of mineral is produced, after which time such costs are either capitalized to inventory or expensed. The Company considers various relevant criteria to assess when an "other thande minimis" level of mineral is produced. The criteria considered include: (1) the number of ounces mined compared to total ounces in mineral reserves; (2) the quantity of ore mined compared to the total quantity of ore expected to be mined over the life of the mine; (3) the current stripping ratio compared to the expected stripping ratio over the life of the mine; and (4) the ore grade compared to the expected ore grade over the life of the mine.

                  Concentrates and dore bars

                  Concentrates and dore bar inventories consist of concentrates and dore bars for which legal title has not yet passed to customthird-party smelters. Concentrates and dore bar inventories are measured based on assays of the processed concentrates and are valued based on the lower of net realizable value and the fully absorbed mining and milling costs associated with extracting and processing the ore.

                  Supplies

                  Supplies, consisting of mine stores inventory, are valued at the lower of average cost and replacement cost.

                  Mining properties, plant and equipment and mine development costs

                  Significant payments related to the acquisition of land and mineral rights are capitalized as mining properties at cost. If a mineable ore body is discovered, such costs are amortized to income when production begins, using the unit-of-production method, based on estimated proven and probable reserves. If no mineable ore body is discovered, such costs are expensed in the period in which it is determined that the property has no future economic value.

                  Expenditures for new facilities and improvements that can extend the useful lives of existing facilities are capitalized as plant and equipment at cost. Interest costs incurred for the construction of significant projects are capitalized.

                  Mine development costs incurred after the commencement of production are capitalized or deferred to the extent that these costs benefit the mining of the entire ore body. Costs incurred to access single ore blocks are expensed as incurred; otherwise, such vertical and horizontal developments aredevelopment is classified as mine development costs.

                  Agnico-Eagle records depreciationamortization on both plant and equipment and mine development costs used in commercial production on a unit-of-production basis based on the estimated tonnage of proven and probable oremineral reserves of the mine. The unit-of-production method defines the denominator as the total proven and probable tonnes of reserves.

                  Repairs and maintenance expenditures are charged to income as production costs. Assets under construction are not depreciated until the end of the construction period. Upon commencement ofachieving commercial production, the capitalized construction costs are transferred to the various categoriesappropriate category of plant and equipment.

                  Mineral exploration costs are charged to income in the year in which they are incurred. When it is determined that a mining property can be economically developed as a result of established proven and probable reserves, the costs of further explorationdrilling and development to further delineate the ore body on such property are capitalized. The establishment of proven and probable reserves is based on results of final feasibility studies, whichthat indicate whether a property is economically feasible. Upon commencement of the commercial production of a development project, these costs are transferred to the appropriate asset category and are amortized to income using the unit-of-production method mentioneddescribed above. Mine development costs, net of salvage values, relating to a property whichthat is abandoned or considered uneconomic for the foreseeable future are written off.

                  The carrying values of mining properties, plant and equipment and mine development costs are periodically reviewed periodically,for possible impairment, when impairment factors exist, for possible impairment, based on the future undiscounted net cash flows of the operating mine or development property. If it is determined that the estimated net recoverable



                  amount is less than the carrying value, then a write down to the estimated fair value amount is made with a charge to income. Estimated future cash flows of an operating mine and development properties include estimates of recoverable ounces of gold based on the proven and probable mineral reserves. To the extent that economic value exists beyond the proven and probable mineral reserves of an operating mine or development property, this value is included as part of the estimated future cash flows. Estimated future cash flows also involve estimates regarding metal prices (considering current and historical prices, price trends and related factors), production levels, capital and reclamation costs, and related income and mining taxes, all based on detailed engineering life-of-mine plans. Cash flows are subject to risks and uncertainties and changes in the estimates of the cash flows may affect the recoverability of long-lived assets.

                  178            AGNICO-EAGLE MINES LIMITED

                  Table of Contents


                  Goodwill

                  Business combinations are accounted for using the purchase method whereby assets acquired and liabilities assumed are recorded at their fair values as of the date of acquisition and any excess of the purchase price over such fair values is recorded as goodwill. Goodwill is not amortized.

                  The Company performs goodwill impairment tests on an annual basis as well as when events and circumstances indicate that the carrying amounts may no longer be recoverable. In performing the impairment tests, the Company estimates the fair values of its reporting units that include goodwill and compares those fair values to the reporting units' carrying amounts. If a reporting unit's carrying amount exceeds its fair value, the Company compares the implied fair value of the reporting unit's goodwill to the carrying amount and any excess of the carrying amount of goodwill over the implied fair value is charged to income.

                  Financial instruments

                          From time to time, Agnico-Eagle uses derivative financial instruments, primarily option and forward contracts, to manage exposure to fluctuations in byproduct metal prices, interest rates and foreign currency exchange rates.rates and may use such means to manage exposure to certain input costs. Agnico-Eagle does not hold financial instruments or derivative financial instruments for trading purposes.

                  The Company recognizes all derivative financial instruments in the consolidated financial statements at fair value regardless of the purpose or intent for holding the instrument. Changes in the fair value of derivative financial instruments are either recognized periodically in the consolidated statementstatements of income (loss) and comprehensive income (loss) or in shareholders' equity as a component of accumulated other comprehensive income (loss),loss, depending on the nature of the derivative financial instrument and whether it qualifies for hedge accounting. Financial instruments designated as hedges are tested for effectiveness on a quarterly basis. Gains and losses on those contracts that are proven to be effective are reported as a component of the related transaction.

                  Revenue recognition

                  Revenue is recognized when the following conditions are met:

                      (a)
                      persuasive evidence of an arrangement to purchase exists;

                      (b)
                      the price is determinable;

                      (c)
                      the product has been delivered; and

                      (d)
                      collection of the sales price is reasonably assured.

                  Revenue from gold and silver in the form of dore bars is recorded when the refined gold andor silver is sold and delivered to the customer. Generally, all the gold and silver in the form of dore bars recovered in the Company's milling process is sold in the period in which it is produced.

                  Under the terms of the Company's concentrate sales contracts with third-party smelters, final prices for the metals contained in the concentrate are setdetermined based on the prevailing spot market metal prices on a specified future date, which is based on the date that the concentrate is delivered to the smelter. The Company records revenues under these contracts based on forward prices at the time of delivery, which is when transfer of legal title to concentrate passes to the third-party smelters. The terms of the contracts result in differences between the recorded estimated price at delivery and the final settlement price. These differences are adjusted through revenue at each subsequent financial statement date.

                  Revenues from mining operations consist of gold revenues, net of smelting, refining, transportation and other marketing charges. Revenues from byproduct metals sales are shown, net of smelter charges, as part of revenues from mining operations.

                  Foreign currency translation

                  The functional currency for each of the Company's operations is the US dollar. Monetary assets and liabilities of Agnico-Eagle's operations denominated in a currency other than the US dollar are translated into US dollars using the exchange rate in effect at the yearperiod end. Non-monetary assets and liabilities are translated at historical exchange rates, while revenues and expenses are translated at the average exchange rate during the year,period, with the



                  exception of amortization, which is translated at historical exchange rates. Exchange gains and losses are included in income, except for gains and losses on

                  2012 ANNUAL REPORT            179

                  Table of Contents



                  foreign currency contracts used to hedge specific future commitments in foreign currencies. Gains and losses on these contracts are accounted for as a component of the related hedgedhedge transactions.

                  Reclamation costs

                  On an annual basis, the Company assesses cost estimates and other assumptions used in the valuation of Asset Retirement Obligationsasset retirement obligations ("ARO"AROs") at each of its mineral properties to reflect events, changes in circumstances and new information available. Changes in these cost estimates and assumptions have a corresponding impact on the fair value of the ARO.AROs. For closed mines, any change in the fair value of AROs results in a corresponding charge or credit within other expense,to income, whereas at operating mines the charge is recorded as an adjustment to the carrying amount of the corresponding asset.

                  AROs arise from the acquisition, development, construction and normal operation of mining property,properties and plant and equipment due to government controls and regulations that protect the environment on the closure and reclamation of mining properties. The major parts of the carrying amount of AROs relate toto: tailings and heap leach pad closure/closure and rehabilitation; demolition of buildings/buildings and mine facilities; ongoing water treatment; and ongoing care and maintenance of closed mines. The fair values of AROs are measured by discounting the expected cash flows using a discount factor that reflects the credit-adjusted risk-free rate of interest. The Company prepares estimates of the timing and amount of expected cash flows when an ARO is incurred. Expected cash flows are updated to reflect changes in facts and circumstances. The principal factors that can cause expected cash flows to change are: the construction of new processing facilities; changes in the quantities of material in reserves and a corresponding change in the life of mine plan; changing ore characteristics that impact required environmental protection measures and related costs; changes in water quality that impact the extent of water treatment required; and changes in laws and regulations governing the protection of the environment. When expected cash flows increase, the revised cash flows are discounted using a current discount factor, whereas when expected cash flows decrease, the reduced cash flows are discounted using the historical discount factor used in the original estimation of the expected cash flows, and then in both casesflows. In either case, any change in the fair value of the ARO is recorded. Agnico-Eagle records the fair value of an ARO when it is incurred. AROs are adjusted to reflect the passage of time (accretion), which is calculated by applying the discount factor implicit in the initial fair value measurement to the beginning-of-periodbeginning of period carrying amount of the AROs. For producing mines, accretion expense is recorded in the cost of goods sold each period. Upon settlement of an ARO, Agnico- EagleAgnico-Eagle records a gain or loss if the actual cost differs from the carrying amount of the ARO. Settlement gains/losses are recorded in income.

                  Environmental remediation liabilities ("ERLs") are differentiated from AROs in that they do not arise from environmental contamination in the normal operation of a long-lived asset or from a legal obligation to treat environmental contamination resulting from the acquisition, construction or development of a long-lived asset. The Company is required to recognize a liability for obligations associated with ERLs arising from past acts. ERL fair value is measured by discounting the expected related cash flows using a discount factor that reflects the credit-adjusted risk-free rate of interest. The Company prepares estimates of the timing and amount of expected cash flows when an ERL is incurred. On an annual basis, the Company assesses cost estimates and other (income) expense. assumptions used in the valuation of ERLs to reflect events, changes in circumstances and new information available. Changes in these cost estimates and assumptions have a corresponding impact on the fair value of the ERL. Any change in the fair value of ERLs results in a corresponding charge or credit to income. Upon settlement of an ERL, Agnico-Eagle records a gain or loss if the actual cost differs from the carrying amount of the ARO. Settlement gains/losses are recorded in income.

                  Other environmental remediation costs that are not AROs or ERLs as defined by the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 410-20 — – Asset Retirement Obligations (Prior authoritative literature: FASB Statement No. 143) and 410-30 – Environmental Obligations, respectively, are expensed as incurred.

                  Income and mining taxes

                  Agnico-Eagle follows the liability method of tax allocation forin accounting for income taxes. Under this method of tax allocation, futuredeferred income and mining tax bases of assets and liabilities are measured using the enacted tax rates and laws expected to be in effect when the differences are expected to reverse.

                  The Company's operations involverequire dealing with uncertainties and judgments in the application of complex tax regulations in multiple jurisdictions. The final taxes paid are dependent upon many factors, including negotiations with taxation authorities in various jurisdictions and resolution of disputes arising from federal, provincial, state and international tax audits. The Company recognizes the effect of uncertain tax positions and records tax liabilities for anticipated tax audit issues in Canada and other tax jurisdictions where it is more likely than not based on technical merits that the position

                  180            AGNICO-EAGLE MINES LIMITED

                  Table of Contents



                  would not be sustained. The Company recognizes the amount of any tax benefits that have a greater than 50 percent likelihood of being ultimately realized upon settlement.

                  Changes in judgment related to the expected ultimate resolution of uncertain tax positions are recognized in the year of such change.changes. Accrued interest and penalties related to unrecognized tax benefits are recorded in income tax expense in the current year.when incurred. The Company adjusts these reserves in light of changing facts and circumstances; however, due to the complexity of some of these uncertainties, the ultimate resolution may result



                  in a payment that is materially different from the Company's current estimate of the tax liabilities. If the Company's estimate of tax liabilities proves to be less than the ultimate assessment, an additional charge to expenseexpenses would result. If the estimate of tax liabilities proves to be greater than the ultimate assessment, a tax benefit would result.

                  Stock-based compensation

                          Agnico-Eagle has two stock-based compensation plans. The Employee Stock Option Plan is described in note 7(a) and the Employee Share Purchase Plan is described in note 7(b) to the consolidated financial statements. The Company issues new common shares to settle its obligations under both plans.

                  The Company's Employee Stock Option Plan provides for the granting of options to directors, officers, employees and service providers to purchase common shares. Options have exercise prices equal to the market price on the day prior to the date of grant. The fair value of these options is recognized in the consolidated statementstatements of income (loss) and comprehensive income (loss) or in the consolidated balance sheetsheets if capitalized as part of property, plant and mine development over the applicable vesting period as a compensation cost. Any consideration paid by employees on exercise of options or purchase of common shares is credited to share capital.

                  Fair value is determined using the Black-Scholes option valuation model which requires the Company to estimate the expected volatility of the Company's share price and the expected life of the stock options. Limitations with existing option valuation models and the inherent difficulties associated with estimating these variables create difficulties in determining a reliable single measure of the fair value of stock option grants. The dilutive impact of stock option grants is factored into the Company's reported diluted net income net(loss) per share.

                  Net Incomeincome (loss) per share

                  Basic net income (loss) per share is calculated on net income (loss) for the year using the weighted average number of common shares outstanding during the year. For years in which the Convertible Debentures were outstanding, diluted net income per share was calculated on the weighted average number of common shares that would have been outstanding during such year had all Convertible Debentures been converted at the beginning of the year into common shares, if such conversions were dilutive. In addition, theThe weighted average number of common shares used to determine diluted net income (loss) per share includes an adjustment, using the treasury stock method, for stock options outstanding and warrants outstanding using the treasury stock method.outstanding. Under the treasury stock method:

                    the exercise of options or warrants is assumed to beoccur at the beginning of the period (or date of issuance, if later);

                    the proceeds from the exercise of options or warrants, plus, in the case of options, the future period compensation expense on options granted on or after January 1, 2003, are assumed to be used to purchase common shares at the average market price during the period; and

                    the incremental number of common shares is (the difference between the number of shares assumed issued and the number of shares assumed purchased) is included in the denominator of the diluted earningsnet income (loss) per share computation.calculation.

                  Pension costs and obligations and post-retirement benefits

                          Effective July 1, 1997, Agnico-Eagle's defined benefit pension plan for active employees (the "Employees Plan") was converted toIn Canada, Agnico-Eagle maintains a defined contribution plan. Employees who retired prior to that date remained in the Employees Plan. During 2008 however, the Employeesplan covering all of its employees (the "Basic Plan"). The Basic Plan was closed asis funded by Company contributions based on a resultpercentage of annuities having been purchasedincome for all remaining members.services rendered by employees. In addition, the Company has a supplemental plan for designated executives at the level of Vice-President or above (the "Supplemental Plan"). Under the Supplemental Plan, an additional 10% of the designated executives' income is contributed by the Company. The Company does not offer any other post-retirement benefits to its employees.

                  Agnico-Eagle also provides a non-registered supplementary executive retirement defined benefit plan for itscertain senior officers.officers (the "Executives Plan"). The executive retirement planExecutives Plan benefits are generally based on the employees'employee's years of service and level of compensation. Pension expense related to the defined benefit planExecutives Plan is the net of the cost of benefits provided, the interest cost of projected benefits, return on plan assets and amortization of experience gains and losses. Pension fund assets are measured at current fair values. Actuarially determined plan surpluses or deficits, experience gains or losses and the cost of pension plan improvements are amortized on a straight-line basis over the expected average remaining service life of the employee group.


                  2012 ANNUAL REPORT            181

                  Table of Contents


                          In Canada, Agnico-Eagle maintains a defined contribution plan covering all of its employees. The plan is funded by Company contributions based on a percentage of income for services rendered by employees. The Company does not offer any other post-retirement benefits to its employees.

                  Commercial Productionproduction

                  The Company assesses each mine construction project to determine when a mine moves into the production stage. The criteria used to assess the start date are determined based on the nature of each mine construction project, such as the complexity of a plant and its location. The Company considers various relevant criteria to assess when the mine is substantially complete and ready for its intended use and moved into the production stage. The criteria considered include: (1) the completion of a reasonable period of testing of mine plant and equipment; (2) the ability to produce minerals in saleable form (within specifications); and (3) the ability to sustain ongoing production of minerals. When a mine construction project moves into the production stage, the capitalization of certain mine construction costs ceases and costs are either capitalized to inventoryinventories or expensed, except for sustaining capital costs related to property,mining properties, plant and equipment and undergroundor mine development or reserve development.

                  Other Accounting Developmentsaccounting developments

                  Recently Adopted Accounting Pronouncementsadopted accounting pronouncements

                  Fair Value Accounting

                  In June 2009,May 2011, ASC guidance was issued related to disclosure around fair value accounting. The updated guidance clarifies different components of fair value accounting, including the Financial Accounting Standards Board ("FASB") issued statement No. 168, "The FASB Accounting Standards Codificationapplication of the highest and best use and valuation premise concepts, measuring the Hierarchyfair value of Generally Accepted Accounting Principles" ("FAS 168"). FAS 168 replaces FASB Statement No. 162an instrument classified under shareholders' equity and establishesdisclosing quantitative information about the FASB Accounting Standards Codification asunobservable inputs used in fair value measurements that are categorized in Level 3 of the sourcefair value hierarchy. Adoption of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with US GAAP. FAS 168 isthis updated guidance, effective for financial statements issued for interim and annual periods ending after September 15, 2009. Under the new codification FAS 168 is referred to as the ASC 105. The adoption of this pronouncement does not have anAgnico-Eagle's fiscal year beginning January 1, 2012, had no impact on the Company's consolidated financial statements asstatements.

                  Comprehensive Income

                  In June 2011, ASC guidance was issued related to comprehensive income. Under the ASCupdated guidance, entities have the option to present total comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In addition, the update requires certain disclosure when reporting other comprehensive income. The update does not change US GAAP, butthe items reported in other comprehensive income or when an item of other comprehensive income must be reclassified to income. In December 2011, updated guidance was issued to defer the effective date pertaining to reclassification adjustments out of accumulated other comprehensive income until the FASB is intendedable to simplify user access to all authoritative US GAAP by providing allreconsider those paragraphs. The portion of the authoritative literatureupdated guidance effective for Agnico-Eagle's fiscal year beginning January 1, 2012 had no impact on the Company's consolidated financial statements.

                  Goodwill Impairment

                  In September 2011, ASC guidance was issued related to testing goodwill for impairment. Under the updated guidance, entities are permitted to first assess qualitative factors to determine whether it is more likely than not that the fair value of a particular topic in one place.

                          In March 2008,reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the FASB issuedtwo-step goodwill impairment test per ASC 815-10-15 — Derivatives350 – Intangibles – Goodwill and Hedging ("ASC 815") (Prior authoritative literature: FASB Statement No. 161, "Disclosure about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133")Other. ASC 815 provides revisedPrevious guidance for enhanced disclosures about how and whyrequired an entity usesto test goodwill for impairment, on at least an annual basis, by comparing the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit was less than its carrying amount, then the second step of the test would be performed to measure the amount of the impairment loss, if any. An entity is no longer required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount. Adoption of this updated guidance, effective for Agnico-Eagle's fiscal year beginning January 1, 2012, had no impact on the Company's consolidated financial statements.

                  Recently issued accounting pronouncements and developments

                  Under Securities and Exchange Commission ("SEC") Staff Accounting Bulletin 74, the Company is required to disclose information related to new accounting standards that have not yet been adopted. Agnico-Eagle is currently evaluating the impact that the adoption of these standards will have on the Company's consolidated financial statements.

                  Disclosure about Offsetting Assets and Liabilities

                  In November 2011, ASC guidance was issued relating to disclosure on offsetting financial instrument and derivative instruments, how derivativefinancial instrument assets and liabilities. Under the updated guidance, entities are required to disclose gross information and net information about both instruments and transactions eligible for offset in the related hedged items are accounted for,consolidated balance sheets and how derivative

                  182          �� AGNICO-EAGLE MINES LIMITED

                  Table of Contents



                  instruments and the related hedged items affecttransactions subject to an entity's financial position, financial performance and cash flows.agreement similar to a master netting arrangement. The new guidanceupdate is effective for the Company's fiscal year beginning on January 1, 2009. To2013. Agnico-Eagle is evaluating the extentpotential impact of the required information was not previously disclosed inadoption of this guidance on the 2008 annualCompany's consolidated financial statements,statements.

                  Disclosure of Payments by Resource Extraction Issuers

                  In August 2012, the SEC adopted new disclosures have been incorporatedrules requiring resource extraction issuers to include in note 15.

                          In December 2008,an annual report information relating to any payment, whether a single payment or a series of related payments, that equals or exceeds $100,000 during the FASB modified ASC 715 — Compensation – Retirement Benefits (Prior authoritative literature: FASB Staff Position No. FAS 132(R)-1, "Employers' Disclosures about Post-Retirement Benefit Plan Assets", which amends FASB Statement No. 132 "Employers' Disclosures about Pensions and Other Post-Retirement Benefits"),most recent fiscal year, made by the issuer, a subsidiary of the issuer or an entity under the control of the issuer, to the United States federal government or a foreign government for the purpose of the commercial development of oil, natural gas, or minerals. Resource extraction issuers will be required to provide information about the type and total amount of such payments made for each project related to the commercial development of oil, natural gas, or minerals, and the type and total amount of payments made to each government. A resource extraction issuer must comply with the new rules and form for fiscal years ending after September 30, 2013, but may provide a partial year report if the issuer's fiscal year began before September 30, 2013. The Company is evaluating the potential impact of complying with these new rules in its 2013 annual disclosure.

                  Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income

                  In February 2013, ASC guidance on an employer's disclosureswas issued relating to the reporting of amounts reclassified out of accumulated other comprehensive income. Under the updated guidance, entities are required to provide information about plan assetsthe amounts reclassified out of a defined benefit pension oraccumulated other postretirement plan.comprehensive income by component and by consolidated statement of income (loss) line item, as required under US GAAP. The objective of the amendment is to require more detailed disclosures about an employer's plan assets, including the employer's investment strategies, major categories of plan assets, concentrations of risk within plan assets, and valuation techniques used to measure the fair value of plan assets. The amendmentupdate is effective for the Company's fiscal year beginning on January 1, 2009. Upon initial application,2013. Agnico-Eagle is evaluating the provisionspotential impact of the adoption of this FSP areguidance on the Company's consolidated financial statements.

                  International Financial Reporting Standards

                  Based on recent guidance from the Canadian Securities Administrators and the SEC, as a Canadian issuer and existing US GAAP filer, the Company will continue to be permitted to use US GAAP as its principal basis of accounting. The SEC has not required for earlier periods that are presented for comparative purposes. Toyet committed to a timeline which would require the extentCompany to adopt International Financial Reporting Standards ("IFRS"). A decision to voluntarily adopt IFRS has not been made by the required information was not previously disclosedCompany.

                  Comparative figures

                  Certain figures in the 2008 annualcomparative consolidated financial statements new disclosures have been incorporatedreclassified from statements previously presented to conform to the presentation of the 2012 consolidated financial statements.

                  2012 ANNUAL REPORT            183

                  Table of Contents


                  AGNICO-EAGLE MINES LIMITED
                  CONSOLIDATED BALANCE SHEETS
                  (thousands of United States dollars, US GAAP basis)

                     As at December 31,
                    
                     2012  2011 
                    
                  ASSETS       

                  Current       

                   Cash and cash equivalents $298,068 $179,447 

                   Short-term investments  8,490  6,570 

                   Restricted cash (note 14)  25,450  35,441 

                   Trade receivables (note 1)  67,750  75,899 

                   Inventories:       

                    Ore stockpiles  52,342  28,155 

                    Concentrates and dore bars  69,695  57,528 

                    Supplies  222,630  182,389 

                   Income taxes recoverable (note 9)  19,313  371 

                   Available-for-sale securities (note 2(b))  44,719  145,411 

                   Fair value of derivative financial instruments (note 15)  1,835   

                   Other current assets (note 2(a))  92,977  110,369 

                  Total current assets  903,269  821,580 

                  Other assets (note 2(c))  55,838  88,048 

                  Goodwill (note 10)  229,279  229,279 

                  Property, plant and mine development (note 3)  4,067,456  3,895,355 

                    $5,255,842 $5,034,262 

                  184            AGNICO-EAGLE MINES LIMITED

                  Table of Contents


                  AGNICO-EAGLE MINES LIMITED
                  CONSOLIDATED BALANCE SHEETS (Continued)
                  (thousands of United States dollars, US GAAP basis)

                     As at December 31,
                    
                     2012  2011  
                    
                  LIABILITIES AND SHAREHOLDERS' EQUITY        

                  Current        

                   Accounts payable and accrued liabilities (note 11) $185,329 $203,547  

                  ��Reclamation provision (note 6(a))  16,816  26,069  

                   Dividends payable  37,905    

                   Interest payable (note 5)  13,602  9,356  

                   Income taxes payable (note 9)  10,061    

                   Capital lease obligations (note 13(a))  12,955  11,068  

                   Fair value of derivative financial instruments (note 15)    4,404  

                  Total current liabilities  276,668  254,444  

                  Long-term debt (note 5)  830,000  920,095  

                  Reclamation provision and other liabilities (note 6)  127,735  145,988  

                  Deferred income and mining tax liabilities (note 9)  611,227  498,572  

                  SHAREHOLDERS' EQUITY        

                  Common shares (notes 7(a), 7(b) and 7(c)):        

                   Outstanding – 172,296,610 common shares issued, less 193,740 shares held in trust  3,241,922  3,181,381  

                  Stock options (note 8(a))  148,032  117,694  

                  Warrants (note 7(b))  24,858  24,858  

                  Contributed surplus  15,665  15,166  

                  Retained earnings (deficit)  7,046  (129,021) 

                  Accumulated other comprehensive loss (note 7(d))  (27,311) (7,106) 

                     3,410,212  3,202,972  

                  Non-controlling interest    12,191  

                  Total shareholders' equity  3,410,212  3,215,163  

                    $5,255,842 $5,034,262  

                  Contingencies and commitments (notes 6, 9, 12, 13(b) and 21)        

                  On behalf of the Board:

                  GRAPHICGRAPHIC

                  Sean Boyd CPA, CA, Director


                  Mel Leiderman CPA, CA, Director

                  See accompanying notes

                  2012 ANNUAL REPORT            185

                  Table of Contents


                  AGNICO-EAGLE MINES LIMITED
                  CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)
                  (thousands of United States dollars, except per share amounts, US GAAP basis)

                     Years Ended December 31,  
                    
                     2012  2011  2010  
                    
                  REVENUES           

                  Revenues from mining operations (note 1) $1,917,714 $1,821,799 $1,422,521  

                  COSTS, EXPENSES AND OTHER INCOME           

                  Production (exclusive of amortization shown seperately below)  897,712  876,078  677,472  

                  Exploration and corporate development  109,500  75,721  54,958  

                  Amortization of property, plant and mine development (note 3)  271,861  261,781  192,486  

                  General and administrative (note 16)  119,085  107,926  94,327  

                  Impairment loss on available-for-sale securities (note 2(b))  12,732  8,569    

                  Provincial capital tax  4,001  9,223  (6,075) 

                  Interest expense (note 5)  57,887  55,039  49,493  

                  Interest and sundry expense (income)  2,389  5,188  (10,254) 

                  Loss (gain) on derivative financial instruments (note 15)  819  (3,683) (7,612) 

                  Gain on sale of available-for-sale securities (note 2(b))  (9,733) (4,907) (19,487) 

                  Impairment loss on Meadowbank mine (note 18)    907,681    

                  Loss on Goldex mine (note 17)    302,893    

                  Gain on acquisition of Comaplex Minerals Corp., net of transaction costs (note 10)      (57,526) 

                  Foreign currency translation loss (gain)  16,320  (1,082) 19,536  

                  Income (loss) before income and mining taxes  435,141  (778,628) 435,203  

                  Income and mining taxes (note 9)  124,225  (209,673) 103,087  

                  Net income (loss) for the year $310,916 $(568,955)$332,116  

                  Attributed to non-controlling interest $ $(60)$  

                  Attributed to common shareholders $310,916 $(568,895)$332,116  

                  Net income (loss) per share – basic (note 7(e)) $1.82 $(3.36)$2.05  

                  Net income (loss) per share – diluted (note 7(e)) $1.81 $(3.36)$2.00  

                  Cash dividends declared per common share (note 7(a)) $1.02 $ $0.64  

                  186            AGNICO-EAGLE MINES LIMITED

                  Table of Contents


                  AGNICO-EAGLE MINES LIMITED
                  CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) (Continued)
                  (thousands of United States dollars, except per share amounts, US GAAP basis)

                     Years Ended December 31,  
                    
                     2012  2011  2010  
                    
                  COMPREHENSIVE INCOME (LOSS)           

                  Net income (loss) for the year $310,916 $(568,955)$332,116  

                  Other comprehensive income (loss):           

                   Unrealized gain (loss) on derivative financial instrument activities (note 15)  6,902  (5,863)   

                   Adjustments for derivative financial instruments settled during the year (note 15)  (2,758) 1,459    

                   Unrealized (loss) gain on available-for-sale securities (note 2(b))  (27,004) (26,874) 64,649  

                   Adjustments for realized loss (gain) on available-for-sale securities due to dispositions and impairments during the year (note 2(b))  2,999  (4,907) (19,487) 

                   Net amount reclassified to net income on acquisition of business (note 10)      (64,508) 

                   Change in unrealized gain (loss) on pension benefits liability (note 6(b))  1,148  (1,055) (4,093) 

                   Tax effect of other comprehensive (loss) income items  (1,492) 1,744  780  

                  Other comprehensive loss for the year  (20,205) (35,496) (22,659) 

                  Comprehensive income (loss) for the year $290,711 $(604,451)$309,457  

                  Attributed to non-controlling interest $ $(60)$  

                  Attributed to common shareholders $290,711 $(604,391)$309,457  

                  See accompanying notes

                  2012 ANNUAL REPORT            187

                  Table of Contents


                  AGNICO-EAGLE MINES LIMITED
                  CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                  (thousands of United States dollars, US GAAP basis)

                    Common Shares
                  Outstanding
                                      
                    
                                      
                    Shares  Amount  Stock Options  Warrants  Contributed
                  Surplus
                    Retained
                  Earnings
                  (Deficit)
                    Accumulated
                  Other
                  Comprehensive
                  Income (Loss)
                    Non-
                  Controlling
                  Interest
                    

                  Balance December 31, 2009 156,625,174 $2,378,759 $65,771 $24,858 $15,166 $216,158 $51,049 $  

                  Shares issued under employee stock option plan (note 8(a)) 1,627,766  104,111  (29,447)           

                  Stock options     42,230            

                  Shares issued under the incentive share purchase plan (note 8(b)) 229,583  14,963              

                  Shares issued under the Company's dividend reinvestment plan 25,243  1,404              

                  Shares issued for purchase of mining property (notes 7(b) and 7(c)) 10,225,848  579,800              

                  Net income for the year           332,116      

                  Dividends declared ($0.64 per share) (note 7(a))           (108,009)     

                  Other comprehensive loss for the year             (22,659)   

                  Restricted share unit plan (note 8(c)) (13,259) (820)             

                  Balance December 31, 2010 168,720,355 $3,078,217 $78,554 $24,858 $15,166 $440,265 $28,390 $  

                  Shares issued under employee stock option plan (note 8(a)) 308,688 $18,094 $(4,396)$ $ $ $ $  

                  Stock options     43,536            

                  Shares issued under the incentive share purchase plan (note 8(b)) 360,833  19,229              

                  Shares issued under the Company's dividend reinvestment plan 176,110  10,130              

                  Shares issued for purchase of mining property (note 7(c)) 1,250,477  56,146              

                  Non-controlling interest addition upon acquisition               12,251  

                  Net loss for the year attributed to common shareholders           (568,895)     

                  Net loss for the year attributed to non-controlling interest               (60) 

                  Dividends declared (nil per share) (note 7(a))           (391)     

                  Other comprehensive loss for the year             (35,496)   

                  Restricted share unit plan (note 8(c)) (2,727) (435)             

                  Balance December 31, 2011 170,813,736 $3,181,381 $117,694 $24,858 $15,166 $(129,021)$(7,106)$12,191  

                  188            AGNICO-EAGLE MINES LIMITED

                  Table of Contents


                  AGNICO-EAGLE MINES LIMITED
                  CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Continued)
                  (thousands of United States dollars, US GAAP basis)

                    Common Shares
                  Outstanding
                                      
                    
                                      
                    Shares  Amount  Stock Options  Warrants  Contributed
                  Surplus
                    Retained
                  Earnings
                  (Deficit)
                    Accumulated
                  Other
                  Comprehensive
                  Income (Loss)
                    Non-
                  Controlling
                  Interest
                    

                  Shares issued under employee stock option plan (note 8(a)) 416,275 $22,968 $(4,759)$ $ $ $ $  

                  Stock options     35,097            

                  Shares issued under the incentive share purchase plan (note 8(b)) 507,235  21,671              

                  Shares issued under the Company's dividend reinvestment plan 444,555  18,907              

                  Shares issued for purchase of mining property (note 7(c)) 68,941  2,447      499        

                  Non-controlling interest eliminated upon acquisition               (12,191) 

                  Net income for the year           310,916      

                  Dividends declared ($1.02 per share) (note 7(a))           (174,849)     

                  Other comprehensive loss for the year             (20,205)   

                  Restricted share unit plan (note 8(c)) (147,872) (5,452)             

                  Balance December 31, 2012 172,102,870 $3,241,922 $148,032 $24,858 $15,665 $7,046 $(27,311)$  

                  See accompanying notes

                  2012 ANNUAL REPORT            189

                  Table of Contents


                  AGNICO-EAGLE MINES LIMITED
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                  (thousands of United States dollars, US GAAP basis)

                     Years Ended December 31,
                    
                     2012  2011  2010  
                    
                  Operating activities           

                  Net income (loss) for the year $310,916 $(568,955)$332,116  

                  Add (deduct) items not affecting cash:           

                   Amortization of property, plant and mine development (note 3)  271,861  261,781  192,486  

                   Deferred income and mining taxes (note 9)  72,145  (275,773) 66,928  

                   Gain on sale of available-for-sale securities (note 2(b))  (9,733) (4,907) (19,487) 

                   Stock-based compensation (note 8)  47,632  51,873  45,672  

                   Impairment loss on Meadowbank mine (note 18)    907,681    

                   Loss on Goldex mine (note 17)    302,893    

                   Gain on acquisition of Comaplex Minerals Corp. (note 10)      (64,508) 

                   Foreign currency translation loss (gain)  16,320  (1,082) 19,536  

                   Other  28,780  31,561  13,015  

                  Adjustment for settlement of environmental remediation  (21,449) (7,616)   

                  Changes in non-cash working capital balances:           

                   Trade receivables  8,149  37,050  (19,378) 

                   Income taxes  13,304  (29,867) 9,949  

                   Inventories  (44,145) (43,066) (91,306) 

                   Other current assets  18,909  (25,838) (28,729) 

                   Accounts payable and accrued liabilities  (20,928) 31,837  23,136  

                   Interest payable  4,246  (387) 8,077  

                  Cash provided by operating activities  696,007  667,185  487,507  


                  Investing activities

                   

                   

                   

                   

                   

                   

                   

                   

                   

                   

                   

                  Additions to property, plant and mine development (note 3)  (445,550) (482,831) (511,641) 

                  Acquisition of Grayd Resource Corporation (note 10)  (9,322) (163,047)   

                  (Increase) decrease in short-term investments  (1,920) 5  (3,262) 

                  Net proceeds from available-for-sale securities (note 2(b))  73,358  9,435  36,586  

                  Purchase of available-for-sale securities (note 2(b))  (2,713) (91,115) (42,479) 

                  Decrease (increase) in restricted cash (note 14)  9,991  (32,931) (2,510) 

                  Cash used in investing activities  (376,156) (760,484) (523,306) 

                  190            AGNICO-EAGLE MINES LIMITED

                  Table of Contents


                  AGNICO-EAGLE MINES LIMITED
                  CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                  (thousands of United States dollars, US GAAP basis)

                     Years Ended December 31,  
                    
                     2012  2011  2010  
                    
                  Financing activities           

                  Dividends paid $(118,121)$(98,354)$(26,830) 

                  Repayment of capital lease obligations (note 13(a))  (12,063) (13,092) (16,019) 

                  Sale-leaseback financing (note 13(a))      14,017  

                  Proceeds from long-term debt (note 5)  315,000  475,000  711,000  

                  Repayment of long-term debt (note 5)  (605,000) (205,000) (1,376,000) 

                  Notes issuance (note 5)  200,000    600,000  

                  Long-term debt financing costs (note 5)  (3,133) (2,545) (12,772) 

                  Repurchase of common shares for restricted share unit plan (note 8(c))  (12,031) (3,723) (4,037) 

                  Common shares issued  32,742  26,536  84,659  

                  Cash (used in) provided by financing activities  (202,606) 178,822  (25,982) 

                  Effect of exchange rate changes on cash and cash equivalents  1,376  (1,636) (2,939) 

                  Net increase (decrease) in cash and cash equivalents during the year  118,621  83,887  (64,720) 

                  Cash and cash equivalents, beginning of year  179,447  95,560  160,280  

                  Cash and cash equivalents, end of year $298,068 $179,447 $95,560  


                  Supplemental cash flow information

                   

                   

                   

                   

                   

                   

                   

                   

                   

                   

                   

                  Interest paid $52,213 $52,833 $41,429  

                  Income and mining taxes paid $56,962 $110,889 $25,199  

                  See accompanying notes

                  2012 ANNUAL REPORT            191

                  Table of Contents


                  AGNICO-EAGLE MINES LIMITED

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  (thousands of United States dollars, except per share amounts, unless otherwise indicated)
                  December 31, 2012

                  1.   TRADE RECEIVABLES AND REVENUES FROM MINING OPERATIONS

                    Agnico-Eagle is a gold mining company with mining operations in note 5(c)Canada, Mexico and Finland. The Company earns a significant proportion of its revenues from the production and sale of gold in both dore bar and concentrate form. The remainder of revenue and cash flow is generated by the production and sale of byproduct metals. The revenue from byproduct metals is mainly generated by production at the LaRonde mine in Canada (silver, zinc, copper and lead) and the Pinos Altos mine in Mexico (silver).

                    Revenues are generated from operations in Canada, Mexico and Finland. The cash flow and profitability of the Company's operations are significantly affected by the market price of gold and, to a lesser extent, silver, zinc, copper and lead. The prices of these metals can fluctuate significantly and are affected by numerous factors beyond the Company's control.

                    As gold can be sold through numerous gold market traders worldwide, the Company is not economically dependent on a limited number of customers for the sale of its product.

                    Trade receivables are recognized once the transfer of ownership for the metals sold has occurred and reflect the amounts owing to the Company in respect of its sales of dore bars or concentrates to third parties prior to the satisfaction in full of the payment obligations of the third parties.

                    Years Ended December 31,
                    
                    2012 2011 2010 
                    
                  Revenues from mining operations:       

                  Gold $1,712,665 $1,563,760 $1,216,249 

                  Silver 140,221 171,725 104,544 

                  Zinc 45,797 70,522 77,544 

                  Copper 19,019 14,451 22,219 

                  Lead 12 1,341 1,965 

                    $1,917,714 $1,821,799 $1,422,521 

                    In May 2009,2012, precious metals (gold and silver) accounted for 97% of Agnico-Eagle's revenues from mining operations (2011 – 95%; 2010 – 93%). The remaining revenues from mining operations consisted of net byproduct metals revenues. In 2012, these net byproduct metals revenues as a percentage of total revenues from mining operations were 2% from zinc (2011 – 4%; 2010 – 5%) and 1% from copper (2011 – 1%; 2010 – 2%).

                  192            AGNICO-EAGLE MINES LIMITED

                  Table of Contents


                  2.   OTHER ASSETS

                  (a)   Other current assets

                    As at December 31,
                    
                    2012  2011 
                    
                  Federal, provincial and other sales taxes receivable $36,400 $51,603 

                  Prepaid expenses 36,119  25,540 

                  Meadowbank insurance receivable 6,553  8,765 

                  Prepaid royalty(i)   7,684 

                  Employee loans receivable 1,800  5,567 

                  Retirement compensation arrangement plan refundable tax receivable 4,044   

                  Other 8,061  11,210 

                    $92,977 $110,369 

                    Note:

                    (i)
                    The prepaid royalty relates to the FASB issued ASC 855-10-05 — Subsequent Events (Prior authoritative literature: FASB Statement No. 165, "Subsequent Events")Pinos Altos mine in Mexico.

                  (b)   Available-for-sale securities

                    In 2012, the Company received proceeds of $73.4 million (2011 – $9.4 million; 2010 – $36.6 million) and recognized a gain before income taxes of $9.7 million (2011 – $4.9 million; 2010 – $19.5 million) on the sale of certain available-for-sale securities.

                    Available-for-sale securities consist of equity securities whose cost basis is determined using the average cost method. Available-for-sale securities are carried at fair value and comprise the following:

                    As at December 31,
                    
                    2012 2011  
                    
                  Available-for-sale securities in an unrealized gain position:      

                  Cost (net of impairments) $  4,352 $127,344  

                  Unrealized gains in accumulated other comprehensive loss 1,902 16,408  

                  Estimated fair value 6,254 143,752  

                  Available-for-sale securities in an unrealized loss position:      

                  Cost (net of impairments) 48,047 1,717  

                  Unrealized losses in accumulated other comprehensive loss (9,582)(58) 

                  Estimated fair value 38,465 1,659  

                  Total estimated fair value of available-for-sale securities $44,719 $145,411  

                  2012 ANNUAL REPORT            193

                  Table of Contents


                    The Company's investments in available-for-sale securities consist primarily of investments in common shares of entities in the mining industry. During the course of the year, certain available-for-sale securities fell into an unrealized loss position. In each case, the Company evaluated the near-term prospects of the issuers in relation to establish general standardsthe severity and duration of accounting for and disclosure of eventsthe impairment. During the year ended December 31, 2012, the Company recorded a $12.7 million (2011 – $8.6 million) impairment loss on certain available-for-sale securities that occur after the balance sheet date but before financial statements are issued or are availablewere determined to be issued.other-than-temporarily impaired.

                    At December 31, 2012, the fair value of available-for-sale securities in an unrealized loss position was $38.5 million (2011 – $1.7 million) with total unrealized losses in accumulated other comprehensive loss of $9.6 million (2011 – $0.1 million). Based on an evaluation of the severity and duration of the impairment of these available-for-sale securities (less than three months) and on the Company's intent to hold them for a period of time sufficient for a recovery of fair value, the Company does not consider these available-for-sale securities to be other-than-temporarily impaired as at December 31, 2012.

                  (c)   Other assets

                    As at December 31,
                    
                    2012 2011 
                    
                  Deferred financing costs, less accumulated amortization of $8,888 (2011 – $5,809) $15,836 $15,777 

                  Long-term ore in stockpile(i) 32,711 64,392 

                  Other 7,291 7,879 

                    $55,838 $88,048 

                    Note:

                    (i)
                    Due to the ore body structures at the Pinos Altos, Kittila and Meadowbank mines, a significant amount of drilling and blasting was undertaken early in their mine lives, resulting in long-term ore stockpiles. At December 31, 2012, long-term ore stockpiles were valued at $14.8 million (2011 – $7.1 million) at the Pinos Altos mine (including the Creston Mascota deposit at Pinos Altos), $7.7 million (2011 – $8.0 million) at the Kittila mine and $10.2 million (2011 – $49.3 million) at the Meadowbank mine.

                  194            AGNICO-EAGLE MINES LIMITED

                  Table of Contents


                    3.   PROPERTY, PLANT AND MINE DEVELOPMENT

                      As at December 31, 2012 As at December 31, 2011
                      
                     
                      Cost Accumulated
                    Amortization
                     Net
                    Book Value
                     Cost Accumulated
                    Amortization
                     Net
                    Book Value
                     
                      
                    Mining properties $1,356,227 $  86,839 $1,269,388 $1,228,523 $111,567 $1,116,956 

                    Plant and equipment 2,538,328 617,826 1,920,502 2,467,300 437,706 2,029,594 

                    Mine development costs 918,482 237,967 680,515 869,746 190,399 679,347 

                    Construction in progress:             

                    Meliadine project 133,840  133,840 69,458  69,458 

                    La India project 32,553  32,553    

                    Goldex mine M and E Zones 30,658  30,658    

                      $5,010,088 $942,632 $4,067,456 $4,635,027 $739,672 $3,895,355 

                      Geographic Information:

                      As at December 31,
                      
                      2012 2011 
                      
                    Canada $2,543,171 $2,433,527 

                    Latin America 809,556 776,892 

                    Europe 704,031 674,258 

                    United States 10,698 10,678 

                    Total $4,067,456 $3,895,355 

                      In 2012, Agnico-Eagle capitalized $1.3 million of costs (2011 – $1.4 million) and recognized $1.2 million of amortization expense (2011 – $0.9 million) related to computer software. The Company adoptedunamortized capitalized cost for computer software at December 31, 2012 was $5.7 million (2011 – $5.6 million).

                      The unamortized capitalized cost for leasehold improvements at December 31, 2012 was $3.4 million (2011 – $3.2 million), which is being amortized on a straight-line basis over the disclosure requirements beginninglife term of the lease plus one renewal period.

                      The amortization of assets recorded under capital leases is included in the interim period ended June 30, 2009.



                      In February 2010, the FASB issued an Accounting Standards Update ("ASU") to amend ASC 855 — Subsequent Events, which no longer requires SEC registrants to disclose the date through which management evaluated subsequent events in the financial statements. As a resultamortization of property, plant and mine development line item of the ASU, the Company's considerations with respect to evaluating subsequent events will be consistent with those before the issuanceconsolidated statements of the subsequent events accounting guidance.income (loss) and comprehensive income (loss).

                    2012 ANNUAL REPORT            195

                            In September 2006, the FASB issued Table of Contents


                    4.   FAIR VALUE MEASUREMENT

                      ASC 820 — – Fair Value Measurement and Disclosure (Prior authoritative literature: FASB Statement No. 157, "Fair Value Measurements" ("FAS 157")). ASC 820 defines fair value, establishes a framework for measuring fair value inunder US GAAP, and expands requiredrequires expanded disclosures about fair value measurements. The provisions of ASC 820 were adopted Januarymeasurements including the following three fair value hierarchy levels:

                        Level 1 2008. In February 2008, FASB modified ASC 820 (Prior authoritative literature: FASB Staff Position No. 157-2, "Effective Date of FASB Statement No. 157" that delayed the effective date of ASC 820 for nonfinancial assets and nonfinancial liabilities, except for items– Unadjusted quoted prices in active markets that are recognizedaccessible at the measurement date for identical, unrestricted assets or disclosed atliabilities;

                        Level 2 – Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

                        Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value in the financial statements on a recurring basis (at least annually)measurement and unobservable (supported by little or no market activity). The new provisions of ASC 820 were effective for the Company's fiscal year beginning January 1, 2009.

                      Fair value is the value at which a financial instrument could be closed out or sold in a transaction with a willing and knowledgeable counterparty over a period of time consistent with the Company's investment strategy. Fair value is based on quoted market prices, where available. If market quotes are not available, fair value is based on internally developed models that use market-based or independent information as inputs. These models could produce a fair value that may not be reflective of future fair value.

                              The three levels of the fair value hierarchy under ASC 820 are:

                        Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

                        Level 2 — Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

                        Level 3 — Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

                      The following table sets outdetails the Company's financial assets and liabilities measured at fair value as at December 31, 2012 within the fair value hierarchy.hierarchy:

                      
                       Total  Level 1  Level 2 Level 3 
                      
                    Financial assets:            

                    Available-for-sale securities(i) $44,719 $44,719 $ $– 

                    Trade receivables(ii)  67,750    67,750  

                    Fair value of derivative financial instruments(iii)  2,112    2,112  

                      $114,581 $44,719 $69,862 $– 

                    Financial liabilities:            

                    Fair value of derivative financial instruments(iii) $277 $ $277 $– 

                      Notes:

                       
                       Total Level 1 Level 2 Level 3 

                      Financial assets:

                                   

                      Cash and cash equivalents(1)

                       $160,280 $158,240 $2,040   

                      Available-for-sale securities(2)(3)

                        111,967  101,907  10,060   

                      Accounts receivable(1)

                        93,571    93,571   

                      Short-term investments(1)

                        3,313    3,313   

                      Fair value of defined benefit pension plan assets(4)

                        1,635  1,635     
                                

                       $370,766 $261,782 $108,984   
                                

                      Financial liabilities:

                                   

                      Bank debt(5)

                       $716,666 $ $716,666   

                      Accounts payable and accrued liabilities(1)

                        136,677    136,677   

                      Dividends Payable(1)

                        28,199  28,199     

                      Derivative liabilities(3)

                        662    662   
                                

                       $882,204 $28,199 $854,005   
                                

                      (1)(i)
                      Fair value approximates the carrying amounts due to the short-term nature.

                      (2)
                      RecordedAvailable-for-sale securities are recorded at fair value using quoted market prices.prices (classified within Level 1 of the fair value hierarchy).

                      (3)(ii)
                      Recorded at fair valueTrade receivables from provisional invoices for concentrate sales are valued using quoted forward rates derived from observable market data based on broker-dealer quotations.

                      (4)
                      Assets for the defined benefit pension plan consistsmonth of deposits on hand with regulatory authorities which are refundable when benefit payments are made or on the ultimate wind-up of the plan.

                      (5)
                      Recorded at cost. This line item also includes accrued interest.

                              Cash equivalents and short-term investments are classified asexpected settlement (classified within Level 2 of the fair value hierarchy because theyhierarchy).

                      (iii)
                      Derivative financial instruments are held to maturity and valued using interest rates observablerecorded at commonly quoted intervals. Cash equivalents are market securities with remaining maturities of three months or less at the date of purchase. The short-term investments are market securities with remaining maturities of over three months at the date of purchase.

                              The Company's available-for-sale equity securities valued using quoted market prices in active markets are classified as Level 1 of the fair value hierarchy. The fair value of these securities are calculated as the quoted market price of the security multiplied by the quantity of shares held by the Company. The Company's available-for-sale securities classified asusing external broker-dealer quotations (classified within Level 2 of the fair value hierarchy consist of equity warrants. The fair value of these Level 2 securities are calculated based on the broker-dealer quotation multiplied by the quantity of equity warrants held by the Company.

                      hierarchy).

                      In the event that a decline in the fair value of an investment in available-for-sale securities occurs and the decline in value is considered to be other-than-temporary, an impairment charge is recorded in the consolidated statementstatements of income (loss) and comprehensive income (loss) and a new cost basis for the investment is established. The Company assesses whether a decline in value is considered to be other-than-temporary by considering available evidence, including changes in general market conditions, specific industry and individual company data, the length of time and the extent to which the fair value has been less than cost, the financial condition and the near-term prospects of the individual investment. New evidence could become available in future periods which would affect this assessment and thus could result in material impairment charges with respect to those investments in available-for-sale securities for which the cost basis exceeds its fair value.

                              In December 2007, the FASB issued ASC 805 — Business Combinations (Prior authoritative literature: FASB Statement No. 141(R), "Business Combinations"). ASC 805 establishes how an entity accounts for the identifiable assets acquired, liabilities assumed, and any non-controlling interests acquired, how to account for goodwill acquired and determines what disclosures are required as part of a business combination. ASC 805 applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.

                    Recently Issued Accounting Pronouncements and Developments196            

                            Under the SEC Staff Accounting Bulletin 74, the Company is required to disclose information related to new accounting standards that have not yet been adopted. The Company is currently evaluating the impact that the adoption of these statements will have on the Company's consolidated financial position, results of operations and disclosures.

                    Variable Interest Entities

                            In June 2009, the ASC guidance for consolidation accounting was updated to require an entity to perform a qualitative analysis to determine whether the enterprise's variable interest gives it a controlling financial interest in variable interest entity (a "VIE"). This analysis identifies a primary beneficiary of a VIE as the entity that has both of the following characteristics:

                      (i)
                      The power to direct the activities of a VIE that most significantly impact the entity's economic performance; and

                      (ii)
                      The obligation to absorb losses or receive benefits from the entity that could potentially be significant to the VIE.

                            The updated guidance also requires ongoing reassessments of the primary beneficiary of a VIE. The updated guidance is effective for the Company's fiscal year beginning January 1, 2010. The Company is evaluating the potential impact of adopting this guidance on the Company's consolidated financial position, results of operations and cash flows.


                    Fair Value Accounting

                            In January 2010, the ASC guidance for fair value measurements and disclosure was updated to require additional disclosures related to:

                      (i)
                      Transfers in and out of level 1 and 2 fair value measurements; and

                      (ii)
                      Enhanced detail in the level 3 reconciliation.

                            The guidance was amended to provide clarity about:

                      (i)
                      The level of disaggregation required for assets and liabilities; and

                      (ii)
                      The disclosures required for inputs and valuation techniques used to measure fair value for both recurring and nonrecurring measurements that fall in either level 2 or level 3.

                            The updated guidance is effective for the Company's fiscal year beginning January 1, 2010, with the exception of the level 3 disaggregation which is effective for the Company's fiscal year beginning January 1, 2011. The Company is evaluating the potential impact of adopting this guidance on the Company's consolidated financial position, results of operations and cash flows.

                    International Financial Reporting Standards

                            An IFRS project group and a steering committee has been established and a high level project plan has been formulated. The implementation of IFRS will be done through three distinct phases:

                      (i)
                      diagnostics;

                      (ii)
                      detailed IFRS analysis and conversion; and

                      (iii)
                      implement IFRS in daily business.

                            The first phase is complete and the second phase was started in 2009. A report has been finalized with the primary objective to understand, identify and assess the overall effort required by the Company to produce financial information in accordance with the IFRS. The key areas for the diagnostics work was to review the 2007 consolidated financial statements of the Company and obtain a detailed understanding of the differences between IFRS and US GAAP to be able to identify potential system and process changes required as a result of converting to IFRS.

                            Based on recent announcements from the Canadian Securities Administrators and the Securities Exchange Commission, it is currently anticipated that as a Canadian issuer and existing US GAAP filer, the earliest date at which the Company will be required to adopt International Financial Reporting Standards ("IFRS") as its principal basis of accounting is for the year ending December 31, 2015. Therefore, financial statement comparative figures prepared under IFRS would be required for fiscal year 2013.

                    Comparative figures

                            Certain items in the comparative consolidated financial statements have been reclassified from statements previously presented to conform to the presentation of the 2009 consolidated financial statements.


                    AGNICO-EAGLE MINES LIMITED

                    Table of Contents
                    AGNICO-EAGLE MINES LIMITED

                    CONSOLIDATED BALANCE SHEETS

                    (thousands of United States dollars, US GAAP basis)


                     
                     As at December 31, 
                     
                     2009 2008 

                    ASSETS

                           

                    Current

                           
                     

                    Cash and cash equivalents

                     $160,280 $68,382 
                     

                    Short-term investments

                      3,313   
                     

                    Restricted cash (note 14)

                        30,999 
                     

                    Trade receivables (note 1)

                      93,571  45,640 
                     

                    Inventories:

                           
                      

                    Ore stockpiles

                      41,286  24,869 
                      

                    Concentrates and dore bars

                      31,579  5,013 
                      

                    Supplies

                      100,885  40,014 
                     

                    Available-for-sale securities (note 2(a))

                      111,967  70,383 
                     

                    Other current assets (note 2(a))

                      61,159  65,994 
                          

                    Total current assets

                      604,040  351,294 

                    Other assets (note 2(b))

                      33,641  8,383 

                    Future income and mining tax assets (note 8)

                      27,878  21,647 

                    Property, plant and mine development, net (note 3)

                      3,581,798  2,997,500 
                          

                     $4,247,357 $3,378,824 
                          

                    LIABILITIES AND SHAREHOLDERS' EQUITY

                           

                    Current

                           
                     

                    Accounts payable and accrued liabilities (note 10)

                     $155,432 $139,795 
                     

                    Dividends payable

                      28,199  28,304 
                     

                    Income taxes payable

                      4,501  4,814 
                     

                    Interest payable

                      1,666  146 
                     

                    Fair value of derivative financial instruments (note 15)

                      662  12,823 
                          

                    Total current liabilities

                      190,460  185,882 
                          

                    Bank debt (note 4)

                      715,000  200,000 
                          

                    Reclamation provision and other liabilities (note 5)

                      96,255  71,770 
                          

                    Future income and mining tax liabilities (note 8)

                      493,881  403,416 
                          

                    SHAREHOLDERS' EQUITY

                           

                    Common Shares (note 6(a))

                      2,378,759  2,299,747 

                    Stock options (note 7(a))

                      65,771  41,052 

                    Warrants (note 6(c))

                      24,858  24,858 

                    Contributed surplus

                      15,166  15,166 

                    Retained earnings

                      216,158  157,541 

                    Accumulated other comprehensive income (loss) (note 6(e))

                      51,049  (20,608)
                          

                    Total shareholders' equity

                      2,751,761  2,517,756 
                          

                     $4,247,357 $3,378,824 
                          

                    Contingencies and commitments (notes 5, 12 and 13(b))

                           

                    On behalf of the Board:

                    GRAPHICGRAPHIC

                    Sean Boyd C.A., Director


                    Mel Leiderman C.A., Director

                    See accompanying notes



                    AGNICO-EAGLE MINES LIMITED

                    CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

                    (thousands of United States dollars, except per share amounts, US GAAP basis)

                     
                     Years ended December 31, 
                     
                     2009 2008 2007 

                    REVENUES

                              

                    Revenues from mining operations (note 1)

                     $613,762 $368,938 $432,205 

                    Interest and sundry income

                      16,172  11,721  25,142 

                    Gain on sale of available-for-sale securities (note 2(a))

                      10,142  25,626  4,088 
                            

                      640,076  406,285  461,435 

                    COSTS AND EXPENSES

                              

                    Production

                      306,318  186,862  166,104 

                    Exploration and corporate development

                      36,279  34,704  25,507 

                    Amortization of plant and mine development

                      72,461  36,133  27,757 

                    General and administrative

                      63,687  47,187  38,167 

                    Write-down of available-for-sale securities

                        74,812   

                    Loss on derivative financial instruments

                          5,829 

                    Provincial capital tax

                      5,014  5,332  3,202 

                    Interest (note 4)

                      8,448  2,952  3,294 

                    Foreign currency translation (gain) loss

                      39,831  (77,688) 32,297 
                            

                    Income before income, mining and federal capital taxes

                      108,038  95,991  159,278 

                    Income and mining tax (note 8)

                      21,500  22,824  19,933 
                            

                    Net income for the year

                     $86,538 $73,167 $139,345 
                            

                    Net income per share — basic (note 6(f))

                     $0.55 $0.51 $1.05 
                            

                    Net income per share — diluted (note 6(f))

                     $0.55 $0.50 $1.04 
                            

                    Comprehensive income:

                              

                    Net income for the year

                     $86,538 $73,167 $139,345 
                            

                    Other comprehensive income (loss):

                              
                     

                    Unrealized gain (loss) on hedging activities

                      16,287  (8,888)  
                     

                    Unrealized gain (loss) on available-for-sale securities

                      76,037  (911) (5,436)
                     

                    Adjustments for derivative instruments maturing during the year

                      (7,399)   1,653 
                     

                    Adjustments for realized loss (gain) on available-for-sale securities due to dispositions and write-downs during the year

                      (10,142) 8,997  (1,918)
                     

                    Change in unrealized gain (loss) on pension liability (note 5(c))

                      (727) 1,822  (16)
                     

                    Tax effect of other comprehensive income items

                      (2,399) 2,084  4 
                            

                    Other comprehensive income (loss) for the year

                      71,657  3,104  (5,713)
                            

                    Comprehensive income for the year

                     $158,195 $76,271 $133,632 
                            

                    See accompanying notes



                    AGNICO-EAGLE MINES LIMITED

                    CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                    (thousands of United States dollars, US GAAP basis)

                     
                     Common Shares  
                      
                      
                      
                      
                     
                     
                     Stock Options
                    Outstanding
                      
                     Contributed
                    Surplus
                     Retained
                    Earnings
                     Accumulated Other
                    Comprehensive
                    Income (Loss)
                     
                     
                     Shares Amount Warrants 

                    Balance December 31, 2006

                      121,025,635 $1,230,654 $5,884 $15,723 $15,128 $3,015 $(17,999)

                    Shares issued under Employee Stock Option Plan (note 7(a))

                      536,116  10,232           

                    Stock options

                          17,689         

                    Shares issued under the Incentive Share Purchase Plan (note 7(b))

                      167,378  7,100           

                    Shares issued for purchase of Cumberland Resources Ltd. (note 9)

                      13,768,510  536,556           

                    Shares issued under the Company's dividend reinvestment plan

                      32,550  812           

                    Shares issued on exercise of warrants

                      6,873,190  146,313    (15,723) 38     

                    Net income for the year

                                139,345   

                    Dividends declared ($0.18 per share) (note 6(a))

                                (25,633)  

                    Future tax asset adjustment upon the adoption of FIN 48 (note 8)

                                (4,487)  

                    Other comprehensive loss for the year

                                  (5,713)
                                    

                    Balance December 31, 2007

                      142,403,379  1,931,667  23,573    15,166  112,240  (23,712)
                                    

                    Shares issued under Employee Stock Option Plan (note 7(a))

                      1,340,484  41,392           

                    Stock options

                          17,479         

                    Shares issued under the Incentive Share Purchase Plan (note 7(b))

                      154,998  9,545           

                    Shares issued under flow-through share private placement (note 6(b))

                      779,250  22,042           

                    Shares issued under the Company's dividend reinvestment plan

                      30,807  2,210           

                    Shares issued under public offering (note 6(d))

                      900,000  34,200           

                    Shares issued under private placement of units (note 6(c))

                      9,200,000  258,691    24,858       

                    Net income for the year

                                73,167   

                    Dividends declared ($0.18 per share) (note 6(a))

                                (27,866)  

                    Other comprehensive income for the year

                                  3,104 
                                    

                    Balance December 31, 2008

                      154,808,918  2,299,747  41,052  24,858  15,166  157,541  (20,608)
                                    

                    Shares issued under Employee Stock Option Plan (note 7(a))

                      1,238,000  48,313           

                    Stock options

                          24,719         

                    Shares issued under the Incentive Share Purchase Plan (note 7(b))

                      196,649  11,290           

                    Shares issued under flow-through share private placement (note 6(b))

                      358,900  19,153           

                    Shares issued under the Company's dividend reinvestment plan

                      18,764  912           

                    Shares issued for purchase of mining property (note 6(c))

                      33,825  894           

                    Net income for the year

                                86,538   

                    Dividends declared ($0.18 per share) (note 6(a))

                                (27,921)  

                    Other comprehensive income for the year

                                  71,657 

                    Restricted share unit plan (note 7(c))

                      (29,882) (1,550)          
                                    

                    Balance December 31, 2009

                      156,625,174 $2,378,759 $65,771 $24,858 $15,166 $216,158 $51,049 
                                    

                    See accompanying notes



                    AGNICO-EAGLE MINES LIMITED

                    CONSOLIDATED STATEMENTS OF CASH FLOWS

                    (thousands of United States dollars, US GAAP basis)

                     
                     Years ended December 31, 
                     
                     2009 2008 2007 

                    Operating activities

                              

                    Net income for the year

                     $86,538 $73,167 $139,345 

                    Add (deduct) items not affecting cash:

                              
                     

                    Amortization of plant and mine development

                      72,461  36,133  27,757 
                     

                    Future income and mining taxes

                      20,309  16,681  16,380 
                     

                    Loss (gain) on sale of securities, net

                      (20,677) 49,186  (4,088)
                     

                    Stock-based compensation

                      28,753  16,061  12,155 
                     

                    Foreign currency translation loss (gain)

                      39,831  (77,688) 32,297 
                     

                    Other

                      5,321  4,642  14,921 

                    Changes in non-cash working capital balances

                              
                     

                    Trade receivables

                      (47,930) 33,779  5,568 
                     

                    Income taxes (payable)/recoverable

                      (313) 4,814  (14,231)
                     

                    Inventories

                      (90,772) (45,904) (1,187)
                     

                    Other current assets

                      4,834  (24,334) (39,055)
                     

                    Accounts payable and accrued liabilities

                      28,552  34,492  55,661 
                     

                    Prepaid royalty

                      (13,321)    
                     

                    Interest payable

                      1,520  146   
                            

                    Cash provided by operating activities

                      115,106  121,175  245,523 
                            

                    Investing activities

                              

                    Additions to property, plant and mine development

                      (657,175) (908,853) (523,793)

                    Purchase of gold derivatives (note 9)

                          (15,875)

                    Cash acquired on acquisition of Cumberland Resources Ltd. net of transaction costs (note 9)

                          84,207 

                    Recoverable value-added tax on acquisition of Pinos Altos property

                          9,750 

                    Sale (purchase) of Stornoway Diamond Corporation debentures

                        10,720  (8,519)

                    Decrease (increase) in short-term investments

                      (3,313) 78,770  91,272 

                    Net proceeds on available-for-sale securities

                      48,258  43,583  5,393 

                    Purchase of available-for-sale securities

                      (6,380) (113,225) (13,079)

                    Decrease (increase) in restricted cash

                      30,999  (28,544) (2,455)
                            

                    Cash used in investing activities

                      (587,611) (917,549) (373,099)
                            

                    Financing activities

                              

                    Dividends paid

                      (27,132) (23,779) (13,406)

                    Repayment of capital lease obligations

                      (13,177) (16,178) (3,418)

                    Sale-leaseback financing

                      21,389     

                    Proceeds from bank debt

                      625,000  300,000   

                    Repayment of bank debt

                      (110,000) (100,000)  

                    Credit facility financing costs

                      (4,784) (3,094)  

                    Common shares issued

                      68,522  376,265  144,138 

                    Warrants issued

                        24,858   
                            

                    Cash provided by financing activities

                      559,818  558,072  127,314 
                            

                    Effect of exchange rate changes on cash and cash equivalents

                      4,585  (8,110) 26,481 
                            

                    Net increase (decrease) in cash and cash equivalents during the year

                      91,898  (246,412) 26,219 

                    Cash and cash equivalents, beginning of year

                      68,382  314,794  288,575 
                            

                    Cash and cash equivalents, end of year

                     $160,280 $68,382 $314,794 
                            

                    Supplemental cash flow information:

                              

                    Interest paid during the year

                     $17,189 $6,345 $2,406 
                            

                    Income, mining and capital taxes paid during the year

                     $8,792 $3,802 $22,138 
                            

                    See accompanying notes



                    AGNICO-EAGLE MINES LIMITED

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    (thousands of United States dollars, except per share amounts, unless otherwise indicated)
                    December 31, 2009

                    1.     TRADE RECEIVABLES AND REVENUES FROM MINING OPERATIONS

                      Agnico-Eagle is a gold mining company with operations in Canada, Finland, Mexico and an advanced-stage construction project in northern Canada. The Company earns a significant proportion of its sales revenues from the production and sale of gold in both dore bars and concentrate form. The remainder of revenue and cash flow is generated by the production and sale of byproduct metals. The revenue from byproduct metals are mainly generated by production at the LaRonde Mine in Canada (silver, zinc, copper and lead) and the Pinos Altos Mine in Mexico (silver).

                      Sales revenues are generated from operations in Canada, Finland, and Mexico. The cash flow and profitability of the Company's operations are significantly affected by the market price of gold, and to a lesser extent, silver, zinc, copper, and lead. The prices of these metals can fluctuate widely and are affected by numerous factors beyond the Company's control.

                      As gold can be sold through numerous gold market traders worldwide, the Company is not economically dependent on a limited number of customers for the sale of its product.

                      Trade receivables are recognized once the transfer of ownership for the metals sold has occurred and reflect the amounts owing to the Company in respect of its sales of bullion or concentrates to third parties prior to the satisfaction in full of payment obligations of the third parties.

                      
                     2009 2008 
                     

                    Bullion awaiting settlement

                     $3,488 $ 
                     

                    Concentrates awaiting settlement

                      90,083  45,640 
                           
                     

                     $93,571 $45,640 
                           

                      
                     2009 2008 2007 
                     

                    Revenues from mining operations (thousands):

                              
                     

                    Gold

                     $474,875 $227,576 $171,537 
                     

                    Silver

                      59,155  59,398  70,028 
                     

                    Zinc

                      57,034  54,364  156,340 
                     

                    Copper

                      22,571  27,600  34,300 
                     

                    Lead

                      127     
                             
                     

                     $613,762 $368,938 $432,205 
                             

                      In 2009, precious metals accounted for 87% of Agnico-Eagle's revenues from mining operations (2008 — 78%; 2007 — 56%). The remaining revenues from mining operations consisted of net byproduct metals revenues. In 2009, these net byproduct revenues as a percentage of total revenues from mining operations were 9% from zinc (2008 — 15%; 2007 — 36%) and 4% from copper (2008 — 7%; 2007 — 8%).

                    2.     OTHER ASSETS

                      (a)
                      Other current assets

                      
                     2009 2008 
                     

                    Federal, provincial and other sales taxes receivable

                     $37,847 $52,669 
                     

                    Interest receivable

                      163  154 
                     

                    Prepaid expenses

                      4,797  3,880 
                     

                    Employee loans receivable

                      3,640  2,530 
                     

                    Government refundables for local community improvements

                      1,764  572 
                     

                    Prepaid royalty

                      5,377   
                     

                    Other

                      7,571  6,189 
                           
                     

                     $61,159 $65,994 
                           

                        In 2009, the Company realized $41.0 million (2008 — $40.5 million; 2007 — $5.4 million) in proceeds and recorded a gain of $10.1 million (2008 — $25.6 million; 2007 — $4.1 million) in the consolidated statements of income on the sale of available-for-sale



                    AGNICO-EAGLE MINES LIMITED

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                    (thousands of United States dollars, except per share amounts, unless otherwise indicated)
                    December 31, 2009

                    2.     OTHER ASSETS (Continued)

                        securities. Available-for-sale securities consist of equity securities whose cost basis is determined using the average cost method. Available-for-sale securities are carried at fair value determined as follows:

                      
                     2009 2008 
                     

                    Cost

                     $44,470 $68,691 
                     

                    Unrealized gains

                      67,508  1,692 
                     

                    Unrealized losses

                      (11)  
                           
                     

                    Estimated fair value of available-for-sale securities

                     $111,967 $70,383 
                           
                      (b)
                      Other assets

                      
                     2009 2008 
                     

                    Deferred financing costs, less accumulated amortization of $2,732 (2008 — $1,192)

                     $7,516 $5,126 
                     

                    Non-current ore in stockpile(i)

                      11,684   
                     

                    Prepaid royalty(ii)

                      13,321   
                     

                    Finnish government grants

                        2,981 
                     

                    Other

                      1,120  276 
                           
                     

                     $33,641 $8,383 
                           

                        (i)
                        Due to the structure of the Goldex Mine ore body, a significant amount of drilling and blasting is incurred in the early years of its mine life resulting in a long-term stockpile.

                        (ii)
                        The prepaid royalty relates to the Pinos Altos Mine in Mexico.

                    3.     PROPERTY, PLANT AND MINE DEVELOPMENT

                      
                     2009 2008 
                      
                     Cost Accumulated
                    Amortization
                     Net
                    Book Value
                     Cost Accumulated
                    Amortization
                     Net
                    Book Value
                     
                     

                    Mining properties

                     $1,221,646 $27,865 $1,193,781 $1,192,079 $24,469 $1,167,610 
                     

                    Plant and equipment

                      1,389,081  197,794  1,191,287  541,081  135,794  405,287 
                     

                    Mine development costs

                      445,628  111,674  333,954  288,923  94,465  194,458 
                     

                    Construction in progress:

                                       
                      

                    Goldex Mine

                                 
                      

                    LaRonde Mine extension

                      121,102    121,102  83,340    83,340 
                      

                    Pinos Altos Mine

                            212,751    212,751 
                      

                    Meadowbank Mine

                      741,674    741,674  479,392    479,392 
                      

                    Kittila Mine

                            302,954    302,954 
                      

                    Lapa Mine

                            151,708    151,708 
                                   
                     

                     $3,919,131 $337,333 $3,581,798 $3,252,228 $254,728 $2,997,500 
                                   

                      Geographic Information

                      
                     Net Book Value
                    2009
                     Net Book Value
                    2008
                     
                     

                    Canada

                     $2,592,704 $2,217,634 
                     

                    Europe

                      568,620  494,574 
                     

                    Latin America

                      418,214  283,032 
                     

                    U.S.A

                      2,260  2,260 
                           
                     

                    Total

                     $3,581,798 $2,997,500 
                           


                    AGNICO-EAGLE MINES LIMITED

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                    (thousands of United States dollars, except per share amounts, unless otherwise indicated)
                    December 31, 2009

                    3.     PROPERTY, PLANT AND MINE DEVELOPMENT (Continued)

                      In 2009, Agnico-Eagle capitalized $0.4 million of costs (2008 — $0.8 million) and recognized $0.8 million of amortization expense (2008 — $0.6 million) related to computer software. The unamortized capitalized cost for computer software at the end of 2009 was $5.2 million (2008 — $5.6 million).

                      The unamortized capitalized cost for leasehold improvements at the end of 2009 was $2.5 million (2008 — $2.7 million), which is being amortized straight-line over the life of the lease plus one renewal period.

                      The amortization of assets recorded under capital leases is included in the amortization of property, plant and mine-development component of the consolidated statements of income.

                    4.     BANK5.   LONG-TERM DEBT

                      The Company entered into a credit agreement on January 10, 2008 with a group of financial institutions relating to a new $300 million unsecured revolving credit facility (the "First Credit Facility"); the Company's previous $300 million secured revolving credit facility was terminated. The First Credit Facility matures on January 10, 2013, however, the Company, with the consent of lenders representing 662/3% of the aggregate commitments under the facility, has the option to extend the term of this facility for additional one-year terms.

                      On September 4, 2008, the Company entered into a further credit agreement with a separate group of financial institutions relating to an additional $300 million unsecured revolving credit facility (the "Second Credit Facility" and together with the First Credit Facility, the "Credit Facilities"). The Second Credit Facility was scheduled to mature on September 4, 2010.

                      On June 15, 2009,22, 2010, the Company amended and restated its Credit Facility, increasing the amount available from $900.0 million to $1,200.0 million.

                      On July 20, 2012, the Company further amended the Credit Facilities. The amounts available underFacility, extending the Secondmaturity date from June 22, 2016 to June 22, 2017 and updating pricing terms to reflect improved market conditions.

                      At December 31, 2012, the Credit Facility was increaseddrawn down by $300$30.0 million to $600(2011 – $320.0 million). Amounts drawn down, together with related outstanding letters of credit, resulted in Credit Facility availability of $1,168.9 million and the maturity date extended to Juneat December 31, 2012.

                      2012 Notes

                      On July 24, 2012, the Company closed a private placement consisting of $200.0 million of guaranteed senior unsecured notes due in 2022 and 2024 (the "2012 Notes") with a weighted average maturity of 11.0 years and weighted average yield of 4.95%.

                      The following are the individual series' of the 2012 Notes:

                      
                       Principal Interest Rate Maturity Date 
                      
                    Series A $100,000 4.87% 7/23/2022 

                    Series B  100,000 5.02% 7/23/2024 

                      $200,000     

                      2010 Notes

                      On April 7, 2010, the Company closed a private placement consisting of $600.0 million of guaranteed senior unsecured notes due in 2017, 2020 and 2022 (the "2010 Notes") with a weighted average maturity of 9.84 years and weighted average yield of 6.59%.

                      The following are the individual series' of the 2010 Notes:

                      
                       Principal Interest Rate Maturity Date 
                      
                    Series A $115,000 6.13% 7/4/2017 

                    Series B  360,000 6.67% 7/4/2020 

                    Series C  125,000 6.77% 7/4/2022 

                      $600,000     

                      Covenants

                      Payment and performance of the Company'sAgnico-Eagle's obligations under the Credit Facility, 2012 Notes and 2010 Notes is guaranteed by each of theits significant subsidiaries and certain of its other subsidiaries (the "Guarantors").

                    2012 ANNUAL REPORT            197

                    Table of Contents


                      The Credit Facilities are guaranteed by certain material subsidiaries of the Company. The restrictive covenants and events of default under each of the Credit Facilities are identical. Each of the Credit FacilitiesFacility contains covenants that restrict,limit, among other things, the ability of the Company to incur additional indebtedness, make distributions in certain circumstances, sell material assets and carry on a business other than one related to the mining business.

                      The 2012 Notes and 2010 Notes contain covenants that restrict, among other things, the ability of the Company isto amalgamate or otherwise transfer its assets, sell material assets and carry on a business other than one related to mining and the ability of the Guarantors to incur indebtedness.

                      The Credit Facility, 2012 Notes and 2010 Notes also requiredrequire the Company to maintain certain financial ratiosa total net debt to EBITDA ratio below a specified maximum value as well as a minimum tangible net worth. In addition, each of

                      The Company was in compliance with all covenants contained within the Credit Facilities requires the Company to utilize funds available under the Credit Facilities on apro rata basis, subject to a permitted utilization differential thresholdFacility, 2012 Notes and exclusion of advances under the First Credit Facility that are letters of credit or swing line advances. At December 31, 2009, the Credit Facilities were drawn down by $715 million (2008 — $200 million). These drawdowns, together with outstanding letters of credit under the First Credit Facility, decrease the amounts available under the Credit Facilities such that $162.5 million was available for future drawdowns2010 Notes as at December 31, 2009.2012.

                      In addition,Interest on June 2, 2009, Agnico-Eagle executed an unsecured C$95 million financial security issuance agreement with Export Development Canada. This agreement matures June 2014 and will be used to provide letters of credit for environmental obligations or in relation to license or permit bonds relating to the Meadowbank Mine. As at December 31, 2009, outstanding letters of credit drawn against this agreement totalled C$60.4 million.long-term debt

                      For the year ended December 31, 2009,2012, total interest expense was $8.4$57.9 million (2008 — $3.0(2011 – $55.0 million; 2007 — $3.32010 – $49.5 million) and total cash interest payments were $17.2$52.2 million (2008 — $6.3(2011 – $52.8 million; 2007 — $2.42010 – $41.4 million). In 2009,2012, cash interest on the Credit FacilitiesFacility was $14.0$3.6 million (2008 — $4.6(2011 – $1.7 million; 2007 — nil) and2010 – $12.3 million), cash standby fees on the Credit FacilitiesFacility were $2.4$4.2 million (2008 — $1.2(2011 – $8.6 million; 2007 — $2.32010 – $6.7 million), and cash interest on the 2010 Notes and 2012 Notes was $39.5 million (2011 – $39.5 million; 2010 – $19.8 million). In 2009, $15.52012, $1.5 million (2008 —(2011 – $1.0 million; 2010 – $4.6 million; 2007 — nil)million) of the total interest expense was capitalized to construction in progress.

                      The Company's weighted average interest rate on all of its banklong-term debt as at December 31, 20092012 was 3.18% (2008 — 3.77%6.02% (2011 – 5.02%; 2007 — n/a)2010 – 5.43%).

                      Subsequent to year-end, on March 19, 2010 the Company announced it had received non-binding commitments from institutional investors in the United States and Canada to purchase in a private placement $600 million of guaranteed senior unsecured notes due in 2017, 2020 and 2022 (the "Notes"). The Notes are expected to have a weighted average maturity of 9.84 years and weighted average yield of 6.59%. Proceeds from the offering of Notes will be used to repay amounts under the credit facilities. Closing of the transaction is expected to occur in April 2010.



                    AGNICO-EAGLE MINES LIMITED

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                    (thousands of United States dollars, except per share amounts, unless otherwise indicated)
                    December 31, 2009

                    5.6.   RECLAMATION PROVISION AND OTHER LIABILITIES

                      Reclamation provision and other liabilities consist of the following:

                      As at December 31,
                      
                      2012 2011 
                      
                    Reclamation provision (note 6(a)) $101,753 $105,443 

                    Long-term portion of capital lease obligations (note 13(a)) 12,108 26,184 

                    Pension benefits (note 6(b)) 13,734 13,991 

                    Other 140 370 

                    Total $127,735 $145,988 

                    198            AGNICO-EAGLE MINES LIMITED

                    Table of Contents


                      
                     2009 2008 
                     

                    Reclamation and closure costs (note 5(a))

                     $62,847 $52,125 
                     

                    Long-term portion of capital lease obligations (note 13a)

                      21,981  12,079 
                     

                    Pension benefits (note 5(c))

                      8,109  5,153 
                     

                    Goldex Mine government grant and other (note 5(b))

                      3,318  2,413 
                           
                     

                     $96,255 $71,770 
                           

                      (a)

                      Reclamation provision

                        Agnico-Eagle's reclamation provision includes both asset retirement obligations and closure costs

                        environmental remediation liabilities. Reclamation provision estimates are based on current legislation, third party estimates, management's estimates and feasibility study calculations. All of the accrued reclamation and closure costs are long-term in nature and thus no portion of these costs has been reclassified to current liabilities. The Company does not currently have assets that are restricted for the purposes of settling these obligations.

                        The following table reconciles the beginning and ending carrying amounts of the Company's asset retirement obligations.obligations:

                      
                     2009 2008 
                     

                    Asset retirement obligations, beginning of year

                     $52,125 $44,690 
                     

                    Current year additions and changes in estimate

                        13,698 
                     

                    Current year accretion

                      2,916  1,363 
                     

                    Foreign exchange revaluation

                      7,806  (7,626)
                           
                     

                    Asset retirement obligations, end of year

                     $62,847 $52,125 
                           
                      
                      2012 2011  
                      
                    Asset retirement obligations, beginning of year $86,386 $91,641  

                    Current year additions and changes in estimate, net 1,495 (8,398) 

                    Current year accretion 5,068 4,953  

                    Liabilities settled (254)  

                    Foreign exchange revaluation 1,655 (1,810) 

                    Reclassification from long-term to current (4,630)  

                    Asset retirement obligations – long-term, end of year $89,720 $86,386  

                      (b)

                      Due to the suspension of mining operations at the Goldex Mine grant


                    (c)

                    (b)   Pension benefits

                      Effective July 1, 1997, Agnico-Eagle's defined benefit pension plan for active employees (the "Employees Plan") was converted to a defined contribution plan. Employees who retired prior to that date remained in the Employees Plan. In addition, Agnico-Eagle provides a non-registered executive supplementary defined benefit planthe Executives Plan for certain senior officers (the "Executives Plan").officers. The funded status of the Executives Plan is based on actuarial valuations performed as of July 1, 2008 and2012, projected to December 31, 2009. The funded status of30, 2012 and covering the Employees Plan in 2007 was based on an actuarial valuation as of January 1, 2006 and projected to December 31, 2007. During 2008 however, the Employees Plan was closed as a result of annuities having been purchased for all remaining members. Recognition of the settlement has been reflected in the 2008 net periodic pensions cost.period through June 30, 2013.



                  AGNICO-EAGLE MINES LIMITED

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                  (thousands of United States dollars, except per share amounts, unless otherwise indicated)
                  December 31, 2009

                  5.     RECLAMATION PROVISION AND OTHER LIABILITIES (Continued)

                      The components of Agnico-Eagle's net pension planbenefits expense are as follows:

                     Years Ended December 31,
                    
                     2012  2011  2010 
                    
                  Service cost – benefits earned during the year $650 $996 $981 

                  Interest cost on projected benefit obligation  489  663  613 

                  Amortization of net transition asset  169  171  164 

                  Prior service cost  26  26  25 

                  Loss due to settlement  2,921     

                  Recognized net actuarial loss  340  245   

                  Net pension benefits expense $4,595 $2,101 $1,783 

                    
                   2009 2008 2007 
                   

                  Service cost — benefits earned during the year

                   $509 $452 $429 
                   

                  Interest cost on projected benefit obligation

                    448  550  466 
                   

                  Amortization of net transition asset, past service liability and net experience gains

                    148  (11) (25)
                   

                  Prior service cost

                    23  24  24 
                   

                  Recognized net actuarial loss

                    (142)    
                   

                  Gain due to settlement

                      760   
                   

                  Return on plan assets

                      (156) (171)
                           
                   

                  Net pension plan expense

                   $986 $1,619 $723 
                           

                      Assets for the Executives Plan consist of deposits on hand with regulatory authorities which are refundable when benefit payments are made or on the ultimate wind-up of the plan. The accumulated benefit obligation for this planthe Executives Plan at December 31, 20092012 was $6.4$9.7 million (2008 — $4.5(2011 – $13.2 million). At the end

                    200            AGNICO-EAGLE MINES LIMITED

                    Table of 2009, the remaining unamortized net transition obligation was $0.8 million (2008 — $0.8 million) forContents


                      The funded status of the Executives Plan for 2012 and 2011 is as follows:

                      
                       2012  2011  
                      
                    Reconciliation of the market value of plan assets:        

                    Fair value of plan assets, beginning of year $2,952 $2,443  

                    Agnico-Eagle's contribution  839  1,156  

                    Benefit payments  (520) (578) 

                    Settlements  (961)   

                    Effect of exchange rate changes  63  (69) 

                    Fair value of plan assets, end of year  2,373  2,952  

                    Reconciliation of projected benefit obligation:        

                    Projected benefit obligation, beginning of year  14,370  12,041  

                    Service cost  650  996  

                    Interest cost  489  663  

                    Net actuarial loss  675  1,704  

                    Benefit payments  (520) (696) 

                    Settlements  (5,148)   

                    Effect of exchange rate changes  302  (338) 

                    Projected benefit obligation, end of year  10,818  14,370  

                    Deficiency of plan assets compared with projected benefit obligation $(8,445)$(11,418) 

                    2012 ANNUAL REPORT            201

                    Table of Contents


                      Comprised of the net transition asset was nil (2008 — $0.1 million) for the Employees Plan.

                      The following table provides the net amounts recognized in the consolidated balance sheets as at December 31:sheets:

                    
                   2009 2008 
                    
                   Employees Plan Executives Plan Employees Plan Executives Plan 
                   

                  Liability (asset)

                   $ $ $(110)$ 
                   

                  Accrued employee benefit liability

                      6,036    4,895 
                   

                  Accumulated other comprehensive income (loss):

                               
                    

                  Initial transition obligation

                      809    830 
                    

                  Past service liability

                      122    126 
                    

                  Net experience (gains) losses

                      (604)   (1,356)
                             
                   

                  Net liability (asset)

                   $ $6,363 $(110)$4,495 
                             
                     As at December 31,
                    
                     2012  2011 
                    
                  Accrued employee benefit liability $5,008 $7,292 

                  Accumulated other comprehensive loss:       

                   Transition obligation  341  500 

                   Prior service cost  52  76 

                   Net actuarial loss  3,044  3,550 

                  Net liability $8,445 $11,418 

                  Assumptions:       

                  Weighted average discount rate – net periodic pension cost  4.45%  5.20% 

                  Weighted average discount rate – projected benefit obligation  4.00%  4.45% 

                  Weighted average rate of compensation increase  3.00%  3.00% 

                  Estimated average remaining service life for the plan (in years)(i)  6.0  3.0 

                      The following table provides the components of the expected recognition in 2010 of amounts in accumulated other comprehensive income (loss):

                    
                   Executives Plan 
                   

                  Transition obligation

                   $161 
                   

                  Past service cost or credit

                    25 
                       
                   

                   $186 
                       


                  AGNICO-EAGLE MINES LIMITED

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                  (thousands of United States dollars, except per share amounts, unless otherwise indicated)
                  December 31, 2009

                  5.     RECLAMATION PROVISION AND OTHER LIABILITIES (Continued)

                      The funded status of the Employees Plan and the Executives Plan for 2009 and 2008 is as follows:

                    
                   2009 2008 
                    
                   Employees Executives Employees Executives 
                   

                  Reconciliation of the market value of plan assets

                               
                   

                  Fair value of plan assets, beginning of year

                   $110 $1,142 $2,487 $1,226 
                   

                  Agnico-Eagle's contribution

                      598    349 
                   

                  Actual return on plan assets

                        96   
                   

                  Benefit payments

                      (299) (178) (174)
                   

                  Other

                    (117)      
                   

                  Divestitures

                        (2,096)  
                   

                  Effect of exchange rate changes

                    7  194  (199) (259)
                             
                   

                  Fair value of plan assets, end of year

                   $ $1,635 $110 $1,142 
                             
                   

                  Reconciliation of projected benefit obligation

                               
                   

                  Projected benefit obligation, beginning of year

                   $ $5,637 $2,252 $8,012 
                   

                  Service costs

                      509    452 
                   

                  Interest costs

                      448  110  440 
                   

                  Actuarial losses (gains)

                      734  78  (1,561)
                   

                  Benefit payments

                      (401) (178) (284)
                   

                  Settlements

                        (2,096)  
                   

                  Effect of exchange rate changes

                      1,071  (166) (1,422)
                             
                   

                  Projected benefit obligation, end of year

                   $ $7,998 $ $5,637 
                             
                   

                  Excess (deficiency) of plan assets over projected benefit obligation

                   $ $(6,363)$110 $(4,495)
                             
                   

                  Comprised of:

                               
                   

                  Unamortized transition asset (liability)

                   $ $(809)$ $(830)
                   

                  Unamortized net experience gain (loss)

                      482    1,230 
                   

                  Accrued assets (liabilities)

                      (6,036) 110  (4,895)
                             
                   

                   $ $(6,363)$110 $(4,495)
                             
                   

                  Weighted average discount rate

                    n.a.  7.00% n.a.  7.00%
                   

                  Weighted average expected long-term rate of return

                    n.a.  n.a.  n.a.  n.a. 
                   

                  Weighted average rate of compensation increase

                    n.a.  3.00% n.a.  3.00%
                   

                  Estimated average remaining service life for the plan (in years)

                    n.a.  5.0(i) n.a.  6.0(i)

                      Notes:Note:

                      (i)
                      Estimated average remaining service life for the Executives Plan was developed for individual senior officers.

                      The estimated benefitsExecutives Plan components expected to be paidrecognized in accumulated other comprehensive loss in 2013:

                    Transition obligation$170

                    Prior service cost26

                    Net actuarial loss327

                    $523

                    202            AGNICO-EAGLE MINES LIMITED

                    Table of Contents


                      Estimated benefit payments from each plan inthe Executives Plan over the next ten years are presented below. As the Employees Plan was settled in 2008, no benefits are payable:below:

                  Years ended December 31,:  Estimated Executives Plan
                  Benefit Payments
                   

                  2013 $117 

                  2014 $116 

                  2015 $115 

                  2016 $114 

                  2017 $113 

                  2018 – 2022 $3,591 

                    
                   Executives 
                   

                  2010

                   $112 
                   

                  2011

                   $112 
                   

                  2012

                   $371 
                   

                  2013

                   $422 
                   

                  2014

                   $422 
                   

                  2015 - 2019

                   $2,746 

                      In addition to the Employees Plan and the Executives Plan, the Company has two defined contribution pension plans.maintains the Basic Plan and the Supplemental Plan. Under the basic plan (the "Basic Plan"),Basic Plan, Agnico-Eagle contributes 5% of each employee'scertain employees' base employment compensation to a defined



                  AGNICO-EAGLE MINES LIMITED

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                  (thousands of United States dollars, except per share amounts, unless otherwise indicated)
                  December 31, 2009

                  5.     RECLAMATION PROVISION AND OTHER LIABILITIES (Continued)

                      contribution plan. The expense in 2009In 2012, $11.9 million (2011 – $10.7 million; 2010 – $8.8 million) was $6.5 million (2008 — $5.3 million; 2007 — $4.3 million). In additioncontributed to the Basic Plan, effectivePlan. Effective January 1, 2008, the Company adopted the supplemental planSupplemental Plan for designated executives at the level of Vice-President or above. Under this plan,the Supplemental Plan, an additional 10% of the designated executives'executive's earnings for the year (including salary and short-term bonus) areis contributed by the Company. In 2009,2012, $0.8 million (2011 – $0.9 million (2008 — $0.7million; 2010 – $1.1 million) was contributed to the supplementalSupplemental Plan. The Supplemental Plan is accounted for as a cash balance plan.

                  6.7.   SHAREHOLDERS' EQUITY

                    (a)

                    Common shares

                      The Company's authorized share capital stock includes an unlimited number of common shares with issued common shares of 156,655,056 (2008 — 154,808,918)172,296,610 (2011 – 170,859,604), less 29,882 treasury193,740 common shares related toheld by a trust in connection with the Company's restricted share unit ("RSU") plan (2008 — nil)(2011 – less 45,868 common shares). The trust is treated as a variable interest entity and, as a result, its holdings of shares are offset against the Company's issued shares in its consolidated financial statements (see note 8(c) for details).

                      In 2009,2012, the Company declared dividends on its common shares of $0.18$1.02 per share (2008 — $0.18(2011 – nil per share; 2007 — $0.182010 – $0.64 per share).

                    (b)

                    Flow-through common share private placements

                      In 2009, Agnico-Eagle issued 358,900 (2008 — 779,250; 2007 — nil) common shares under flow-through share private   Private placements that increased share capital by $19.2 million (2008 — $43.5 million; 2007 — nil), net of share issue costs. Effective December 31, 2009, the Company renounced to its investors C$30.6 million (2008 — C$54.5 million; 2007 — C$10.1 million) of such expenses for income tax purposes. The Company does not have an obligation to incur any exploration expenditures related to the expenditures previously renounced.

                      The difference between the flow-through share issuance price and the market price of Agnico-Eagle's shares at the time of purchase is recorded as a liability at the time the flow-through shares are issued. This liability terminates when the exploration expenditures are renounced to investors. The difference between the flow-through share issuance price and market price reduces the future tax expense charged to income as this difference represents proceeds received by the Company for the sale of future tax deductions to investors in the flow-through shares.warrants

                    (c)
                    Private placements

                      On December 3, 2008, the Company closed a private placement of 9.2 million units. Eachunits, with each unit consistedconsisting of one common share and one-half of one common share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of $47.25 per share at any time during the five-year term of the warrant. As consideration for the lead purchaser's commitment, the Company issued to the lead purchaser an additional 4 million warrants. The net proceeds of the private placement were approximately $281$281.0 million, after deducting share issue costs of $8.8 million. If all outstanding warrants arewere exercised, the Company would issue an additional 8.6 million common shares. No warrants had been exercised as of December 31, 2012.

                      On MayJuly 26, 2009,2010, the Company issued 15,82515,000 common shares with a market value of $0.9$0.8 million in connection with the purchase of a mining property.

                    2012 ANNUAL REPORT            203

                    Table of Contents


                    (c)   Public issuance of common shares

                      On July 6, 2010, the Company issued 10,210,848 common shares with a market value of $579.0 million in connection with the acquisition of a 100% participating interest in 52 mining claims, located in the Abitibi region of Quebec.Comaplex Minerals Corp. ("Comaplex") (see note 10 for details).

                      On July 24, 2009,November 18, 2011, the Company issued 18,0001,250,477 common shares for considerationwith a market value of $500$56.1 million in connection with the exercise of an option granted by a predecessor to the Company relating to the acquisition of certain properties relating to94.77% of the Goldex Mine.

                    (d)
                    Public offeringoutstanding shares of common shares

                      In December 2008,Grayd Resource Corporation ("Grayd"). On January 23, 2012, the Company issued 900,000an additional 68,941 common shares atwith a pricemarket value of $38 per share under a prospectus supplement to its base shelf prospectus to fund a purchase of surface rights and advance royalty payments$2.4 million in connection with the developmentcompulsory acquisition of the Pinos Altos property. The net proceedsremaining outstanding shares of the issuance were approximately $34.2 million.

                      There were no public offerings of common shares in 2009.Grayd it did not already own (see note 10 for details).

                    (e)

                    (d)   Accumulated other comprehensive income (loss)

                      The cumulative translation adjustment in accumulated other comprehensive income (loss) in 2009 and 2008 of $(15.9) million resulted from Agnico-Eagle electing the US dollar as its principal currency of measurement. Prior to this change, the Canadian dollar had been used as the reporting currency. Prior periods' consolidated financial statements were translated into US dollars by the current rate method using the year end or the annual average exchange rate where appropriate. This translation approach was



                  AGNICO-EAGLE MINES LIMITED

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                  (thousands of United States dollars, except per share amounts, unless otherwise indicated)
                  December 31, 2009

                  6.     SHAREHOLDERS' EQUITY (Continued)loss

                      applied from January 1, 1994. This translation gave rise to a deficit in the cumulative translation adjustment account within accumulated other comprehensive income (loss) as at December 31, 2009 and 2008.

                      The Company has designated certain foreign exchange derivative contracts as cash flow hedges and, as such, unrealized gains and losses on these contracts are recorded in accumulated other comprehensive income (loss).

                      The following table sets outdetails the components of accumulated other comprehensive income (loss),loss, net of related tax effects:

                     As at December 31,
                    
                     2012  2011  
                    
                  Cumulative translation adjustment $(16,206)$(16,206) 

                  Unrealized net (loss) gain on available-for-sale securities  (7,680) 16,350  

                  Unrealized loss on derivative financial instruments  (260) (4,404) 

                  Unrealized loss on pension benefits liability  (4,071) (5,219) 

                  Tax effect of unrealized loss on derivative financial instruments  397  1,491  

                  Tax effect of unrealized loss on pension benefits liability  509  882  

                  Accumulated other comprehensive loss $(27,311)$(7,106) 

                    
                   2009 2008 
                   

                  Cumulative translation adjustment from electing US dollar as principal reporting currency

                   $(15,907)$(15,907)
                   

                  Unrealized gain on available-for-sale securities

                    67,497  1,602 
                   

                  Unrealized loss on hedging activities

                      (8,888)
                   

                  Cumulative translation adjustments

                    (299) (299)
                   

                  Unrealized gain (loss) on pension liability

                    (327) 400 
                   

                  Tax effect of accumulated other comprehensive loss items

                    85  2,484 
                         
                   

                   $51,049 $(20,608)
                         

                      In 2009,2012, a $10.1$9.7 million gain (2008 — $9.0on sale of available-for-sale securities (2011 – $4.9 million gain, 2007 — $1.9gain; 2010 – $19.5 million gain) was reclassified from accumulated other comprehensive loss to the consolidated statements of income (loss) toand comprehensive income to reflect the realization of gains on available-for-sale securities due to the disposition of those securities.(loss).

                    (f)

                    (e)   Net income (loss) per share

                      The following table provides the weighted average number of common shares used in the calculation of basic and diluted net income (loss) per share:

                    Years Ended December 31,
                    
                    2012 2011 2010 
                    
                  Weighted average number of common shares outstanding – basic 171,250,179 169,352,896 162,342,686 

                  Add: Dilutive impact of employee stock options   1,192,530 

                  Dilutive impact of warrants   2,263,902 

                  Dilutive impact of shares related to RSU plan 235,436  43,141 

                  Weighted average number of common shares outstanding – diluted 171,485,615 169,352,896 165,842,259 

                  204            AGNICO-EAGLE MINES LIMITED

                  Table of Contents


                    
                   2009 2008 2007 
                   

                  Weighted average number of common shares outstanding — basic

                    155,942,151  144,740,658  132,768,049 
                   

                  Add: Dilutive impact of employee stock options

                    1,256,103  1,148,070  1,189,820 
                   

                           Dilutive impact of warrants

                    1,392,752     
                   

                           Dilutive impact of treasury shares related to restricted share unit plan

                    29,882     
                           
                   

                  Weighted average number of common shares outstanding — diluted

                    158,620,888  145,888,728  133,957,869 
                           

                      The calculation of diluted net income (loss) per share has been computedcalculated using the treasury stock method. In applying the treasury stock method, employee stock options and warrants with an exercise price greater than the average quoted market price of the common shares, for the period outstanding, of the common shares are not included in the calculation of diluted net income (loss) per share, as the effectimpact is anti-dilutive. In 2010, a total of 58,750 employee stock options were excluded from the calculation of diluted net income (loss) per share as their impact would have been anti-dilutive. In 2011, the impact of any additional shares issued under the employee stock option plan, as a result of the conversion of warrants, or related to the RSU plan would have been anti-dilutive as a result of the net loss recorded for the year. Consequently, diluted net loss per share was calculated in the same manner as basic net loss per share in 2011. In 2012, 7,742,151 employee stock options and all warrants were excluded from the calculation of diluted net income (loss) per share as their impact would have been anti-dilutive.

                  7.8.   STOCK-BASED COMPENSATION

                    (a)

                    Employee Stock Option Plan ("ESOP")

                      The Company's ESOP provides for the granting of stock options to directors, officers, employees and service providers to purchase common shares. Under this plan,the ESOP, stock options are granted at the fair market value of the underlying shares on the day prior to the date of grant. The number of common shares subjectthat may be reserved for issuance to option for any one person pursuant to stock options (under the ESOP or otherwise), warrants, share purchase plans or other arrangements may not exceed 5% of the Company's common shares issued and outstanding at the date of grant.

                      Up to May 31, 2001, the number of common shares reserved for issuance under the ESOP was 6,000,000 and options granted under the ESOP had a maximum term of ten years. On April 24, 2001, the Compensation Committee of the Board of Directors adopted a policy pursuant to which stock options granted after that date shall have a maximum term of five years. In 2001,2010, the shareholders approved a resolution to increase the number of common shares reserved for issuance under the ESOP by 2,000,0001,300,000 to 8,000,000.20,300,000. In 20042011 and 2006,2012 the shareholders approved a further 2,000,0003,000,000 and 3,000,0002,500,000 common shares for issuance under the ESOP, respectively. In 2008, the shareholders approved a further 6,000,000 common shares for issuance under the ESOP.



                  AGNICO-EAGLE MINES LIMITED

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                  (thousands of United States dollars, except per share amounts, unless otherwise indicated)
                  December 31, 2009

                  7.     STOCK-BASED COMPENSATION (Continued)

                      Of the 2,276,0003,257,000 stock options granted under the ESOP in 2009, 569,0002012, 814,250 stock options granted vested immediately and expire in 2014.2017. The remaining stock options expire in 20142017 and vest in equal installments, on each anniversary date of the grant, over a three-year period. Of the 2,549,4002,630,785 stock options granted under the ESOP in 2008, 637,3502011, 657,696 stock options granted vested immediately and expire in 2013.2016. The remaining stock options expire in 20132016 and vest in equal installments, on each anniversary date of the grant, over a three-year period. Of the 1,380,0002,926,080 stock options granted under the ESOP in 2007, 345,000 options granted vested immediately and expire in 2012. The remaining options expire in 2012 and vest in equal installments, on each anniversary date of the grant, over a three-year period. As a result of the acquisition of Cumberland Resources Ltd. ("Cumberland"), 326,250 options in Cumberland were converted to options of the Company. All these options vested immediately.

                      Upon the exercise of2010, 731,520 stock options under the ESOP, the Company issues new common shares to settle the obligation.

                      The following summary sets out the activity with respect to Agnico-Eagle's outstanding stock options:

                    
                   2009 2008 2007 
                    
                   Options Weighted
                  average
                  exercise price
                   Options Weighted
                  average
                  exercise price
                   Options Weighted
                  average
                  exercise price
                   
                   

                  Outstanding, beginning of year

                    4,752,440 C$44.57  3,609,924 C$30.34  2,478,790 C$19.55 
                   

                  Granted

                    2,276,000  62.65  2,549,400  54.84  1,706,250  41.74 
                   

                  Exercised

                    (1,238,000) 34.28  (1,340,484) 25.46  (536,116) 17.56 
                   

                  Cancelled

                    (82,500) 55.99  (66,400) 51.32  (39,000) 19.16 
                                 
                   

                  Outstanding, end of year

                    5,707,940 C$53.85  4,752,440 C$44.57  3,609,924 C$30.34 
                                 
                   

                  Options exercisable at end of year

                    2,445,615     1,860,890     1,908,049    
                                    

                      Cash received for options exercised in 2009 was $36.6 million (2008 — $33.6 million; 2007 — $8.8 million).

                      The total intrinsic value of options exercised in 2009 was C$43.8 million (2008 — C$50.5 million).

                      The weighted average grant-date fair value of options granted in 2009 was C$24.52 (2008 — C$16.78; 2007 — C$12.53). The following table summarizes information about Agnico-Eagle's stock options outstanding at December 31, 2009:

                    
                   Options outstanding Options exercisable 
                   
                  Range of exercise prices
                   Number
                  outstanding
                   Weighted average
                  remaining
                  contractual life
                   Weighted average
                  exercise price
                   Number
                  exercisable
                   Weighted average
                  exercise price
                   
                   

                  C$7.57 — C$10.40

                    60,798  0.2 years  C$  9.59  60,798  C$  9.59 
                   

                  C$15.60 — C$23.02

                    274,600  1.0 years  22.61  274,600  22.61 
                   

                  C$25.62 — C$36.23

                    141,207  1.8 years  28.66  125,257  27.99 
                   

                  C$39.18 — C$54.42

                    3,013,335  2.7 years  52.07  1,500,210  51.28 
                   

                  C$62.77 — C$72.41

                    2,218,000  4.0 years  62.94  484,750  63.11 
                               
                   

                  C$7.57 — C$72.41

                    5,707,940  3.1 years  C$53.85  2,445,615  C$48.18 
                               

                      The weighted-average remaining contractual term of options exercisable at December 31, 2009, was 2.6 years.

                      The Company has reserved for issuance 5,707,940 common shares in the event that these options are exercised.

                      The number of un-optioned shares available for granting of options as at December 31, 2009, 2008 and 2007 was 4,155,750, 6,349,250 and 2,832,250, respectively.

                      On January 4, 2010, 2,735,080 options were granted under the ESOP, of which 683,770 options vested immediately and expire in the year 2015. The remaining stock options expire in 2015 and vest in equal installments, on each anniversary date of the grant, over a three-year period. Upon the exercise of stock options under the ESOP, the Company issues new common shares to settle the obligation.

                    2012 ANNUAL REPORT            205

                    Table of Contents


                      The following summary details activity with respect to Agnico-Eagle's outstanding stock options:


                      2012 2011 2010
                      
                     
                     
                      Number of
                    Stock Options
                     Weighted
                    Average
                    Exercise Price
                     Number of
                    Stock Options
                     Weighted
                    Average
                    Exercise Price
                     Number of
                    Stock Options
                     Weighted
                    Average
                    Exercise Price
                     
                      
                    Outstanding, beginning of year 8,959,051 C$62.88 6,762,704 C$56.94 5,707,940 C$53.85 

                    Granted 3,257,000 36.99 2,630,785 76.12 2,926,080 57.55 

                    Exercised (416,275)43.51 (308,688)43.62 (1,627,766)47.02 

                    Forfeited (731,000)59.72 (125,750)67.47 (243,550)58.03 

                    Expired (481,650)47.49     

                    Outstanding, end of year 10,587,126 C$56.60 8,959,051 C$62.88 6,762,704 C$56.94 

                    Options exercisable at end of year 6,510,464   5,178,172   2,972,857   

                      The following table details 2012 activity with respect to Agnico-Eagle's nonvested stock options:

                      2012
                      
                      Number of
                    Stock Options
                      Weighted Average
                    Grant Date
                    Fair Value
                     
                      
                    Nonvested, beginning of year 3,780,879 C$17.79 

                    Granted 3,257,000  8.29 

                    Vested (2,625,467) 15.63 

                    Forfeited (nonvested) (335,750) 12.50 

                    Nonvested, end of year 4,076,662 C$13.33 

                      Cash received for stock options exercised in 2012 was $18.2 million (2011 – $13.6 million; 2010 – $74.7 million).

                      The total intrinsic value of stock options exercised in 2012 was C$3.6 million (2011 – C$8.0 million; 2010 – C$46.5 million).

                      The weighted average grant date fair value of stock options granted in 2012 was C$8.29 (2011 – C$17.05; 2010 – C$16.31). The total fair value of stock options vested during 2012 was $41.0 million (2011 – $46.7 million; 2010 – $36.7 million).


                    206            
                    AGNICO-EAGLE MINES LIMITED

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)Table of Contents


                    (thousands of United States dollars, except per share amounts, unless otherwise indicated)

                      The following table summarizes information about Agnico-Eagle's stock options outstanding and exercisable at December 31, 20092012:

                      Stock Options Outstanding Stock Options Exercisable
                      
                     
                    Range of Exercise Prices Number
                    Outstanding
                     Weighted Average
                    Remaining
                    Contractual Life
                     Weighted Average
                    Exercise Price
                     Number
                    Exercisable
                     Weighted Average
                    Exercise Price
                     

                    C$33.26 – C$59.71 6,378,941 2.50 years C$47.45 3,485,921 C$52.68 

                    C$60.72 – C$83.08 4,208,185 2.14 years 70.46 3,024,543 68.18 

                    C$33.26 – C$83.08 10,587,126 2.36 years C$56.60 6,510,464 C$59.88 

                      The weighted average remaining contractual term of stock options exercisable at December 31, 2012 was 1.7 years.

                      7.     STOCK-BASED COMPENSATION (Continued)The Company has reserved for issuance 10,587,126 common shares in the event that these stock options are exercised.

                          The number of common shares available for the granting of stock options under the ESOP as at December 31, 2012, December 31, 2011 and December 31, 2010 was 3,717,785, 3,262,135 and 2,771,420, respectively.

                          Subsequent to the year ended December 31, 2012, on January 2, 2013, 2,803,000 stock options were granted under the ESOP, of which 700,750 stock options vested immediately and expire in the year 2018. The remaining stock options expire in 2018 and vest in equal installments on each anniversary date of the grant, over a three-year period.

                          Agnico-Eagle estimated the fair value of stock options under the Black-Scholes option pricing model using the following weighted average assumptions:

                        
                        2012 2011 2010 
                        
                      Risk-free interest rate 1.26% 1.95% 1.86% 

                      Expected life of stock options (in years) 2.8 2.5 2.5 

                      Expected volatility of Agnico-Eagle's share price 37.5% 34.70% 43.80%��

                      Expected dividend yield 2.14% 0.89% 0.42% 

                        
                       2009 2008 2007 
                       

                      Risk-free interest rate

                        1.27%  3.65%  4.02% 
                       

                      Expected life of options (in years)

                        2.5  2.5  2.5 
                       

                      Expected volatility of Agnico-Eagle's share price

                        64.0%  44.8%  37.6% 
                       

                      Expected dividend yield

                        0.42%  0.23%  0.29% 

                          The Company uses historical volatility in estimating the expected volatility of Agnico-Eagle's share price. The expected term of stock options granted is derived from historical data on employee exercise and post-vesting employment termination experience.

                          The aggregate intrinsic value of stock options outstanding at December 31, 20092012 was C$17.5(47.3) million. The aggregate intrinsic value of stock options exercisable at December 31, 20092012 was C$21.4(50.5) million.

                          The total compensation expense for the ESOP recognized in the general and administrative line item of the consolidated statements of income (loss) and comprehensive income (loss) for the current year2012 was $27.7$33.8 million (2008 — $25.3(2011 – $42.2 million; 2007 — $9.82010 – $37.8 million). The total compensation cost related to non-vestednonvested stock options not yet

                        2012 ANNUAL REPORT            207

                        Table of Contents



                          recognized was $33.3is $24.5 million as ofat December 31, 2009.2012 and the weighted average period over which it is expected to be recognized is 1.6 years. Of the total compensation cost for the ESOP, $8.7$1.3 million was capitalized as part of construction coststhe property, plant and mine development line item of the consolidated balance sheets in 2009 (2008 — $9.02012 (2011 – $1.4 million; 2007 — nil)2010 – $1.3 million).

                        (b)

                        Incentive Share Purchase Plan

                          On June 26, 1997, the Company's shareholders approved an incentive share purchase plan (the "Purchase Plan") to encourage directors, officers and employees ("Participants") to purchase Agnico-Eagle's common shares at market values.value. In 2009, the Purchase Plan was amended to remove non-executive directors as eligible participants in the planParticipants.

                          Under the Purchase Plan, Participants may contribute up to 10% of their basic annual salaries, and the Company contributes an amount equal to 50% of each Participant's contribution. All common shares subscribed for under the Purchase Plan are newly issued by the Company. The total compensation cost recognized in 20092012 related to the Purchase Plan was $3.8$7.2 million (2008 — $3.2(2011 – $6.4 million; 2010 – $5.0 million).

                          In 2009, 196,6492012, 507,235 common shares were subscribed for under the Purchase Plan (2008 — 154,998; 2007 — 167,378)(2011 – 360,833; 2010 – 229,583) for a value of $11.3$21.7 million (2008 — $9.5(2011 – $19.2 million; 2007 — $7.12010 – $15.0 million). In May 2008, the Company's shareholders approved an increase in the maximum number of common shares reserved for issuance under the Purchase Plan to 5,000,000 from 2,500,000. As at December 31, 2009,2012, Agnico-Eagle has reserved for issuance 2,740,5041,642,853 common shares (2008 — 2,937,153; 2007 — 592,151)(2011 – 2,150,088; 2010 – 2,510,921) under the Purchase Plan.

                        (c)

                        Restricted Share Unit Plan

                          In 2009, the Company implemented a restricted share unit ("RSU")the RSU plan for certain employees. A deferred compensation balance was recorded for the total grant-dategrant date value on the date of grant. The deferred compensation balance was recorded as a reduction of shareholders' equity and was amortized as compensation expense over the applicable vesting period of two years.

                          Effective January 1, 2012, the RSU plan was amended to include directors and senior executives of the Company. A deferred compensation balance was recorded for the total grant date value on the date of grant. The deferred compensation balance was recorded as a reduction of shareholders' equity and is beingto be amortized as compensation expense (or capitalized to construction in progress) over the applicable vesting period of twothree years.

                          TheIn 2012, the Company funded the RSU plan by transferring $3.0$12.0 million (2011 – $3.7 million; 2010 – $4.0 million) to an employee benefit trust (the "Trust") that then purchased shares of the Company in the open market. The Trust is funded once per year during the first quarter of each year. Compensation costscost for RSUsthe RSU plan incorporates an expected forfeiture rate. The forfeiture rate is estimated based on the Company's historical employee turnover rates and expectations of future forfeiture rates that incorporate various factors that include historical employee stock option plan forfeiture rates. For the years 2009 through 2012, the impact of forfeitures was not material. For accounting purposes, the Trust is treated as a VIEvariable interest entity and consolidated in the accounts of the Company. On consolidation, the dividends paid on the shares held by the Trust are eliminated. The common shares purchased and held by the Trust are treated as not being outstanding for the basic earnings per share ("EPS") calculations. They are amortized back intoincluded in the basic EPS over the vesting period.calculations once they have vested. All of the unvested common shares held by the Trust wereare included in the diluted EPS calculations.

                          Compensation cost related to the RSUsRSU plan was $1.5$6.6 million in 2009, with $0.3 million being capitalized2012 (2011 – $3.3 million; 2010 – $3.0 million). Compensation cost related to Property, Plant and Mine Development line item in the consolidated balance sheets. The $1.2 million of compensation expenseRSU plan is included as a componentpart of the production, administrationgeneral and administrative and exploration expense,and corporate development line items of the consolidated statements of income (loss) and comprehensive income (loss), consistent with the classification of other elements of compensation expense for those employees who hadheld RSUs. Of the total compensation cost for the RSU plan, nil was capitalized as part of the



                      208            
                      AGNICO-EAGLE MINES LIMITED

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)Table of Contents


                      (thousands


                        property, plant and mine development line item of United States dollars, except per share amounts, unless otherwise indicated)
                        the consolidated balance sheets in 2012 (2011 – nil; 2010 – $0.1 million).

                        Subsequent to the year ended December 31, 20092012, 422,553 RSUs were granted under the RSU plan. Of these, 131,846 RSUs vest in 2014, 277,944 RSUs vest in 2015 and 12,763 RSUs vest in 2016.

                          8.9.   INCOME AND MINING TAXES

                            Income and mining taxes recoveryexpense (recovery) is made up of the following geographic components:

                            
                           2009 2008 2007 
                           

                          Current provision

                                    
                            

                          Canada

                           $1,171 $6,143 $3,272 
                           

                          Future provision (recovery)

                                    
                            

                          Canada

                            27,083  25,580  20,363 
                            

                          Finland

                            (6,754) (8,899) (3,702)
                                   
                           

                           $21,500 $22,824 $19,933 
                                   
                             Years Ended December 31,
                            
                             2012  2011  2010 
                            
                          Current income and mining taxes:          

                           Canada $8,750 $62,382 $34,217 

                           Mexico  33,531  3,496  1,942 

                           Finland  9,799  222   

                             52,080  66,100  36,159 

                          Deferred income and mining taxes:          

                           Canada  26,041  (341,038) 47,083 

                           Mexico  25,284  54,996  18,759 

                           Finland  20,820  10,269  1,086 

                             72,145  (275,773) 66,928 

                          Income and mining taxes $124,225 $(209,673)$103,087 

                            Cash income and mining taxes paid in 20092012 were $8.8$57.0 million (2008 — $3.8(2011 – $110.9 million; 2007 — $22.12010 – $25.2 million).

                          2012 ANNUAL REPORT            209

                          Table of Contents


                            The income and mining taxes recoveryexpense (recovery) is different from the amount that would have been computedcalculated by applying the Canadian statutory income tax rate as a result of the following:

                            
                           2009 2008 2007 
                           

                          Combined federal and composite provincial tax rates

                            30.9% 31.1% 32.6%
                           

                          Increase (decrease) in taxes resulting from:

                                    
                           

                          Provincial mining duties

                            16.1  6.9  12.3 
                           

                          Tax law change (US$ election)

                            (24.4)    
                           

                          Impact of foreign tax rates

                            (4.9)   (2.3)
                           

                          Permanent differences

                            2.2  (13.4) (0.9)
                           

                          Valuation allowance

                              5.8   
                           

                          Effect of changes in income tax rates

                              (6.6) (29.2)
                                   
                           

                          Actual rate as a percentage of pre-tax income

                            19.9% 23.8% 12.5%
                                   
                            
                            2012 2011 2010 
                            
                          Combined federal and composite provincial tax rates 26.3% 27.8% 29.6% 

                          Increase (decrease) in tax rates resulting from:       

                          Provincial mining duties 3.6 5.9 6.8 

                          Tax law changes  (2.7) (5.1) 

                          Impact of foreign tax rates (1.5) (0.2) (0.5) 

                          Permanent differences 1.0 (1.6) (4.2) 

                          Valuation allowances 1.2 (0.3) (0.2) 

                          Impact of changes in income tax rates (2.1) (2.0) (2.7) 

                          Actual rate as a percentage of pre-tax income 28.5% 26.9% 23.7% 

                            As at December 31, 2009The following table details the components of Agnico-Eagle's deferred income and 2008,mining tax liabilities:

                            Liabilities (Assets)
                          as at December 31,
                            
                            2012 2011  
                            
                          Mining properties $761,508 $704,379  

                          Net operating and capital loss carryforwards (102,005)(104,332) 

                          Mining duties (36,158)(88,670) 

                          Reclamation provisions (42,688)(51,926) 

                          Valuation allowance 30,570 39,121  

                          Deferred income and mining tax liabilities $611,227 $498,572  

                            All of Agnico-Eagle's futuredeferred income and mining tax assets and liabilities were as follows:

                            
                           2009 2008 
                            
                           Assets Liabilities Assets Liabilities 
                           

                          Mining properties

                           $ $572,964 $ $471,553 
                           

                          Net operating and capital loss carry-forwards

                            27,878  (24,692) 21,647  (14,906)
                           

                          Mining duties

                              (44,967)   (38,669)
                           

                          Reclamation provisions

                              (20,774)   (22,892)
                           

                          Valuation allowance

                              11,350    8,330 
                                     
                           

                          Future income and mining tax assets and liabilities

                           $27,878 $493,881 $21,647 $403,416 
                                     

                            All of Agnico-Eagle's future income tax assets and liabilities were denominated in the local currency based on the jurisdiction in which the Company paid taxes, except for Canada, and were translated into US dollars using the exchange rate in effect at the applicable consolidated balance sheetsheets dates. The increase in futureFor Canadian income tax liabilities was due in part to the weaker US dollar in relation to the Canadian dollar. Onpurposes, for December 12,31, 2008 however,and subsequent years, the Company executed a Canadian federal tax electionelected to commence usinguse the US dollar as its functional currency for federal Canadian income tax purposes. This election applies to taxation years ended December 31, 2008 and subsequent. This election resulted in a deferred tax benefit of $21.0 million for the period ended December 31, 2009. At December 31, 2009, asset and liability amounts were translated into US dollars at an exchange rate of C$1.0466 per $1.00, and at an exchange rate of SEK 7.2125 per $1.00, whereas at December 31, 2008, asset and liability amounts were translated at an exchange rate of C$1.2240 per $1.00, and at an exchange rate of SEK 7.8770 per $1.00.currency.

                            The Company operates in different jurisdictions and, accordingly, it is subject to income and other taxes under the various tax regimes in the countries in which it operates. The tax rules and regulations in many countries are highly complex and subject to interpretation. The Company may be subject in the future to a review of its historic income and other tax filings and in connection with such reviews,



                          AGNICO-EAGLE MINES LIMITED

                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                          (thousands of United States dollars, except per share amounts, unless otherwise indicated)
                          December 31, 2009

                          8.     INCOME AND MINING TAXES (Continued)


                            disputes can arise with the taxing authorities over the

                          210            AGNICO-EAGLE MINES LIMITED

                          Table of Contents



                            interpretation or application of certain tax rules and regulations to the Company's business conducted within the country involved.

                            A reconciliation of the beginning and ending amountamounts of the unrecognized tax benefits is as follows:

                            
                           2009 2008 
                           

                          Unrecognized tax benefit, beginning of year

                           $2,824 $3,390 
                           

                          Additions (reductions)

                            2,784  (566)
                                 
                           

                          Unrecognized tax benefit, end of year

                           $5,608 $2,824 
                                 
                            
                             2012 2011  2010  
                            
                          Unrecognized tax benefits, beginning of year $1,200 $1,630 $5,608  

                          Additions (reductions)  9,667 (430) (3,978) 

                          Unrecognized tax benefit, end of year $10,867 $1,200 $1,630  

                            The full amount of unrecognized tax benefits, of $5,608, if recognized, would reduce the Company's annual effective tax rate. The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months.year.

                            The Company is subject to taxes in the following significant jurisdictions: Canada, Mexico Sweden and Finland, each with varying statutes of limitations. The 19992007 through 2009 tax2012 taxation years generally remain subject to examination.

                          9.10. ACQUISITIONS

                            Cumberland Resources Ltd.Grayd Resource Corporation

                            On February 14, 2007, the Company andIn September 2011, Agnico-Eagle Acquisition Corporation ("Agnico Acquisition"), a wholly-owned subsidiary of the Company, signedentered into an acquisition agreement with Cumberland underGrayd, a Canadian-based natural resource company listed on the TSX Venture Exchange, pursuant to which the Company and Agnico Acquisition agreed to make an exchange offer (the "Offer") forto acquire all of the issued and outstanding common shares of Cumberland not already owned by the Company. At the time,Grayd. On October 13, 2011, the Company owned 2,037,000 or 2.6%made the offer by way of a take-over bid circular, as amended and supplemented on October 21, 2011.

                            On November 18, 2011, Agnico-Eagle acquired 94.77% of the outstanding shares of CumberlandGrayd, on a fully diluted basis. Underfully-diluted basis, by way of a take-over bid. The November 18, 2011 purchase price of $222.1 million was comprised of $166.0 million in cash and 1,250,477 newly issued Agnico-Eagle common shares.

                            The related transaction costs associated with the termsacquisition totalling $3.8 million were expensed through the interest and sundry expense (income) line item of the Offer, each Cumberland share was to be exchangedconsolidated statements of income (loss) and comprehensive income (loss) during the fourth quarter of 2011. The Company has accounted for 0.185 common sharesthe purchase of Agnico-Eagle. AtGrayd as a business combination.

                          2012 ANNUAL REPORT            211

                          Table of Contents


                            The following table details the time, Cumberland owned 100%allocation of the Meadowbank gold project, located in Nunavut, Canada. As of July 9, 2007, all common shares of Cumberland were acquired pursuant to the Offer. As of July 9, 2007, a total of 13,768,510 of the Company's shares were issued for the acquisition resulting in an increase of $536.6 million in common shares issued. The total purchase price asto assets acquired and liabilities assumed, based on management's estimates of July 9, 2007 amounted to $577.0 million which was allocated to various balance sheet accounts, mainly mining properties. On August 1, 2007, Agnico Acquisition, Cumberland and a wholly-owned subsidiary of Cumberland were amalgamated with Agnico-Eagle.

                            The results of operations of Cumberland are included in the income statement for the combined entity from April 17, 2007.

                            The purchase price paid through the issuance of 13,768,510 shares of the Company is summarized as follows.fair value.


                          Shares Issued

                          Total Issuance of the Company's Shares for Cumberland Acquisition:purchase price:

                              

                          Cash paid for acquisition

                          April 16, 2007

                          $165,954  
                          11,610,074
                          Agnico-Eagle common shares issued for acquisition56,146 

                          Total purchase price to allocate

                          April 30, 2007

                          $222,100  
                          932,958

                          July 9, 2007Fair value of assets acquired and liabilities assumed:

                          1,225,478
                              

                          Total shares issued

                          Mining properties
                           13,768,510
                          $282,000  

                          Goodwill29,215

                          Cash and cash equivalents2,907

                          Trade receivables469

                          Other current assets1,700

                          Equipment56

                          Accounts payable and accrued liabilities(9,767)

                          Deferred tax liability(72,229)

                          Non-controlling interest(12,251)

                          Net assets acquired$222,100

                            In addition,The Company believes that goodwill for the Grayd acquisition arose principally because of the following factors: (1) the going concern value implicit in the Company's ability to sustain and/or grow its business by increasing reserves and resources through new discoveries; and (2) the requirement to record a deferred tax liability for the difference between the assigned values and the tax bases of assets acquired and liabilities assumed in a business combination at amounts that do not reflect fair value.

                            Pro forma results of operations for Agnico-Eagle assuming the acquisition of Grayd described above had occurred as of January 1, 2010 are detailed below. On apro forma basis, there would have been no effect on Agnico-Eagle's consolidated revenues:

                             Years Ended December 31,
                            
                             2011  2010 
                            
                             Unaudited
                          Pro forma net income (loss) attributed to common shareholders $(582,762)$324,708 

                          Pro forma net income (loss) per share – basic $(3.42)$1.98 

                            On January 23, 2012, the Company acquired the remaining outstanding shares of Grayd it did not already own, pursuant to a previously announced compulsory acquisition carried out under the provisions of theBusiness

                          212            AGNICO-EAGLE MINES LIMITED

                          Table of Contents


                            Corporations Act (British Columbia). The January 23, 2011 purchase price of $11.8 million was comprised of $9.3 million in cash and 68,941 newly issued Agnico-Eagle common shares.

                            Summit Gold Project

                            On December 20, 2011, the Company completed the acquisition of 100% of the Summit Gold project from Columbus Gold Corporation, subject to a 2% net smelter returns mineral production royalty reserved by Cordilleran Exploration Company. The Nevada-based project's purchase price of $8.5 million, including transaction costs, was comprised entirely of cash. This transaction was accounted for as an asset acquisition.

                            Comaplex Minerals Corp.

                            On April 1, 2010, Agnico-Eagle and Comaplex jointly announced that they reached an agreement in principle whereby Agnico-Eagle would acquire all of the shares of Comaplex (the "Comaplex Shares") that it did not already own. The transaction was completed under a plan of arrangement under theBusiness Corporations Act (Alberta). Under the terms of the transaction, each shareholder of Comaplex, other than Agnico-Eagle, received 0.1576 of an Agnico-Eagle common share per Comaplex share. Additionally, at closing, each Comaplex shareholder, other than Agnico-Eagle and Perfora Investments S.a.r.l. ("Perfora"), received one common share of a newly formed, wholly-owned, subsidiary of Comaplex, Geomark Exploration Ltd. ("Geomark"), in respect of each Comaplex share and Comaplex transferred to Geomark all of the assets and related liabilities of Comaplex other than those relating to the Meliadine gold exploration properties in Nunavut, Canada. The Geomark assets included all of Comaplex's net working capital, the non-Meliadine mineral properties, all oil and gas properties and investments. Under the plan of arrangement, Comaplex changed its name to Meliadine Holdings Inc.

                            Prior to the announcement of the transaction, Perfora and Agnico-Eagle had entered into a seriessupport agreement pursuant to which Perfora agreed to, among other things, support the transaction and vote all of gold derivative transactionsthe shares it held in connection withComaplex in favour of the take-over bid for Cumberland in February 2007. Priorplan of arrangement. Perfora held approximately 17.3% and Agnico-Eagle held approximately 12.3%, on a fully diluted basis, of the outstanding shares of Comaplex prior to the announcement of the take-over bid byacquisition.

                            On July 6, 2010, the transactions relating to the plan of arrangement closed and Agnico-Eagle Cumberland securedissued a gold loan facilitytotal of 10,210,848 common shares to the shareholders of Comaplex, other than Agnico-Eagle, for up to 420,000 ounces. As parta total value of $579.0 million. The related transaction costs associated with the acquisition totalling $7.0 million were expensed through the interest and sundry expense (income) line item of the conditionconsolidated statements of income (loss) and comprehensive income (loss) during the third quarter of 2010. The Company has accounted for the purchase of Comaplex as a business combination.

                          2012 ANNUAL REPORT            213

                          Table of Contents


                            The following table details the allocation of the gold loan, Cumberland entered into a seriespurchase price to assets acquired and liabilities assumed, based on management's estimates of derivative transactionsfair value.

                          Total purchase price:     

                          Comaplex shares previously purchased $88,683  

                          Agnico-Eagle common shares issued for acquisition  578,955  

                          Total purchase price to allocate $667,638  

                          Fair value of assets acquired and liabilities assumed:     

                          Property $642,610  

                          Goodwill  200,064  

                          Supplies  542  

                          Equipment  2,381  

                          Asset retirement obligation  (3,400) 

                          Deferred tax liability  (174,559) 

                          Net assets acquired $667,638  

                            The Comaplex shares purchased prior to secure a minimum monetized value for the gold that was expected to be received under the gold loan. Cumberland entered into a zero-cost collar whereby a gold put option was bought with a strike price of C$605 per ounce. The costApril 1, 2010 announcement of the put option was financed by the saleacquisition had a cost base of $24.1 million and a gold call option with a strike pricefair value at July 6, 2010 of $800 per ounce. Both of Cumberland's derivative positions were for 420,000 ounces of gold and matured on September 20, 2007, the expected drawdown date of the loan. As Agnico-Eagle's policy is to not sell forward gold production, Agnico-Eagle entered into a series of transactions to neutralize Cumberland's derivative position. Accordingly, Agnico-Eagle purchased call options and sold put options with the exact same size, strike price and maturity as Cumberland's derivative position for $15.9$88.6 million. All derivative positions were closed out in late June 2007.

                            During 2008 certain tax assets that were not recognized uponUpon the acquisition of CumberlandComaplex, the non-cash gain of $64.5 million on those shares within accumulated other comprehensive income was reversed into the consolidated statements of income (loss) and comprehensive income (loss) as a gain during the third quarter of 2010.

                            The Company believes that goodwill for the Comaplex acquisition arose principally because of the following factors: (1) the going concern value implicit in 2007 were determinedthe Company's ability to be more likely than notsustain and/or grow its business by increasing reserves and resources through new discoveries; and (2) the requirement to be realized. This resulted inrecord a decrease to mineral propertiesdeferred tax liability for the difference between the assigned values and the future income tax liability of $15 million.



                          AGNICO-EAGLE MINES LIMITED

                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                          (thousands of United States dollars, except per share amounts, unless otherwise indicated)
                          December 31, 2009

                          9.     ACQUISITIONS (Continued)

                            The allocation of the total purchase price for the 100% of Cumberland interest owned by the Company to the fair valuesbasis of assets acquired is set forthand liabilities assumed in a business combination at amounts that do not reflect fair value.

                            Pro forma results of operations for Agnico-Eagle assuming the table below:acquisition of Comaplex described above had occurred as of January 1, 2009 are detailed below. On apro forma basis, there would have been no effect on Agnico-Eagle's consolidated revenues:

                           

                          Total Purchase Price:

                              
                           

                          Purchase price

                           $536,556 
                           

                          Share of Cumberland previously acquired for cash

                            9,637 
                           

                          Fair value of options and warrants acquired

                            18,956 
                           

                          Transaction costs

                            11,836 
                               
                           

                          Total purchase price to allocate

                           $576,985 
                               
                           

                          Fair Value of Assets Acquired:

                              
                           

                          Net working capital acquired (including cash of $96,043)

                           $81,704 
                           

                          Plant and equipment

                            40,238 
                           

                          Other net liabilities

                            (1,399)
                           

                          Mining properties

                            736,197 
                           

                          Future income tax liability

                            (279,755)
                               
                           

                          Total purchase price

                           $576,985 
                               
                             Years Ended December 31,
                            
                             2010  2009 
                            
                             Unaudited
                          Pro forma net income attributed to common shareholders $331,516 $85,371 

                          Pro forma net income per share – basic $2.04 $0.55 

                          10.214            AGNICO-EAGLE MINES LIMITED

                          Table of Contents


                          11. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

                            
                           2009 2008 
                           

                          Trade payables

                           $86,392 $68,571 
                           

                          Wages payable

                            14,036  6,484 
                           

                          Accrued liabilities

                            31,924  32,991 
                           

                          Current portion of capital lease obligations

                            11,955  9,792 
                           

                          Other liabilities

                            11,125  21,957 
                                 
                           

                           $155,432 $139,795 
                                 
                             As at December 31,
                            
                             2012  2011 
                            
                          Trade payables $89,289 $104,699 

                          Wages payable  35,752  27,247 

                          Accrued liabilities  27,372  47,462 

                          Goldex mine government grant    1,452 

                          Other liabilities  32,916  22,687 

                            $185,329 $203,547 

                            OtherIn 2012 and 2011, the other liabilities balance mainly consists of the liability portion of the flow-through shares issuance of $6.8 million (2008 — $17.5 million) (note 6(b)).

                          11.   RELATED PARTY TRANSACTIONS

                            Contact Diamond Corporation ("Contact") was a consolidated entity of the Company for the year ended December 31, 2002. As of August 2003, the Company ceased consolidating Contact as the Company's investment no longer represented a "controlling financial interest". The loan was originally advanced for the purpose of funding ongoing exploration and operating activities. The loan was repayable on demand with a rate of interest on the loan of 8% per annum. The Company, however, waived the interest on this loan commencing May 13, 2002.

                            In 2006, the Company tendered its 13.8 million Contact shares in conjunction with Stornoway Diamond Corporation's ("Stornoway") offer to acquire all of the outstanding shares of Contact. Under the terms of the offer, each share of Contact was exchanged for 0.36 of a Stornoway share resulting in the receipt by the Company of 4,968,747 Stornoway shares. A $4.4 million gain on the exchange of shares was recognized and a gain of $2.9 million was recognized on the write-up of the loan to Contact during 2006. On February 12, 2007, Agnico-Eagle subscribed to a private placement of subscription receipts by Stornoway for a total cost of $19.8 million. Stornoway acquired the debt in full by way of assignment of the note in consideration for the issuance to the Company of 3,207,861 common shares of Stornoway at a deemed value of C$1.25 per share. In addition, on March 16, 2007, the Company purchased from Stornoway C$5 million in unsecured Series A Convertible Debentures and C$5 million in unsecured Series B Convertible Debentures. Both series of debentures matured two years after their date of issue and interest was payable under the debentures quarterly at 12% per annum. At the option of Stornoway, interest payments could be paid in cash or in shares of Stornoway. During 2008, the interest payments to the Company amounted to C$0.7 million and consisted of 1,940,614 shares (2007 — C$0.9 million of which C$0.6 million was received in cashvarious employee payroll tax withholdings and the rest 302,450 shares) of Stornoway.



                          AGNICO-EAGLE MINES LIMITED

                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                          (thousands of United States dollars, except per share amounts, unless otherwise indicated)
                          December 31, 2009

                          11.   RELATED PARTY TRANSACTIONS (Continued)

                            On July 31, 2008, the Company purchased from treasury 12,222,222 common shares of Stornoway at a price of C$0.90 per common share. Stornoway used the proceeds of the private placement to redeem the C$10 million principal amount of convertible debentures held by the Company and to pay to the Company a C$1 million amendment fee in connection with the amendment of the debentures to permit early redemption. The Company received an additional 527,947 common shares of Stornoway in satisfaction of accrued but unpaid interest on the debentures prior to their redemption. As a result of these transactions, the Company increased its holdings in Stornoway from 27,520,809 common shares (approximately 13.6% of the issued and outstanding common shares) to 40,270,978 common shares (approximately 15.8% of the issued and outstanding common shares).

                            Agnico-Eagle's holdings in Stornoway as at December 31, 2009 remain unchanged at 40,270,978 common shares (approximately 15.3% of the issued and outstanding common shares).

                            Subsequent to year-end, the Company purchased 5.0 million common shares of Stornoway at a price of C$0.50 per common share.other payroll taxes.

                          12. COMMITMENTS AND CONTINGENCIES

                            As part of its ongoing business and operations, the Company has been required to provide assurance in the form of letters of credit for environmental and site restoration costs, custom credits, government grants and other general corporate purposes. As at December 31, 2009,2012, the total amount of these guarantees was $85.3$147.3 million.

                            Certain of the Company's properties are subject to royalty arrangements. The following are the most significant royalties.royalty arrangements:

                            The Company has a royalty agreement with the Finnish government relating to the Kittila Mine.mine. Starting 12 months after the miningKittila mine operations commence,commenced, the Company hasis required to pay 2% on net smelter return,returns, defined as revenue less processing costs. The royalty is paid on a yearly basis the following year.

                            The Company is committed to pay a royalty on future production from the Meadowbank Mine. The Nunavut Tunngavik-administered mineral claims are subject to production leases including a 12% net profits interest royalty from which annual deductions are limited to 85% of gross revenue. Production from Crown mining leases is subject to a royalty of up to 14% of adjusted net profits, as defined in theNorthwest Territories and Nunavut Mining Regulations under theTerritorial Lands Act (Canada).

                            The Company is committed to pay a royalty on production from certain properties in the Abitibi area. The type of royalty agreements include, but are not limited to, net profits interest royaltyroyalties and net smelter return royaltyroyalties, with percentages ranging from 0.5% to 5%.

                            The Company is committed to pay a royalty on production from certain properties in the Pinos Altos mine area. The type of royalty agreements include, but are not limited to, net profits interest royaltyroyalties and net smelter return royaltyroyalties, with percentages ranging from 2.5%1.0% to 3.5%.

                            In addition,The Company regularly enters into various earn-in and shareholder agreements, often with commitments to pay net smelter return and other royalties.

                          2012 ANNUAL REPORT            215

                          Table of Contents


                            The Company had the Company hasfollowing purchase commitments related to the Kittila Mine for oxygen and electricity supplies:

                            
                           Purchase Commitments 
                           

                          2010

                           $9,987 
                           

                          2011

                            6,156 
                           

                          2012

                            3,994 
                           

                          2013

                            3,457 
                           

                          2014

                            3,457 
                           

                          Later years

                            34,576 
                               
                           

                          Total

                           $61,627 
                               


                          AGNICO-EAGLE MINES LIMITED

                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                          (thousands of United States dollars, except per share amounts, unless otherwise indicated)
                          as at December 31, 2009
                          2012:

                        Years ended December 31,:  Purchase
                        Commitments
                         

                        2013 $12,258 

                        2014  12,428 

                        2015  7,080 

                        2016  5,071 

                        2017  4,466 

                        Thereafter  22,274 

                        Total $63,577 

                        13. LEASES

                          (a)

                          Capital Leasesleases

                            In each of 2010 and 2009, the Company entered into five sale-leaseback agreements with third-partiesthird parties for various fixed and mobile equipment within Canada. These arrangements represent sale-leaseback transactions in accordance with ASC 840-40 — – Sale-Leaseback Transactions.Transactions. The following table provides summarized information related to these transactions:


                        Effective Annual Interest RateLength of Contract

                        Sale-leaseback #1sale-leaseback agreements have an average effective annual interest rate of 6.18% and the average length of the contracts is 4.5 years.

                        5.95%5 years

                        Sale-leaseback #2

                        5.95%4 years

                        Sale-leaseback #3

                        6.10%4 years

                        Sale-leaseback #4

                        6.06%4 years

                        Sale-leaseback #5

                        6.06%4 years

                            All of the sale-leaseback agreements have end of lease clauses that qualify as bargain purchase options that the Company expects to execute. TheAs at December 31, 2012, the total gross amount of assets recorded under sales-leasebacksale-leaseback capital leases amountamounted to $21.0$33.9 million (2008 — nil)(2011 – $33.6 million).

                            The Company has agreements with third-partythird party providers of mobile equipment for the development ofthat are used at the Meadowbank Mine and the Kittila Mine.mines. These arrangements represent capital leases in accordance with the guidance in ASC 840-30 — – Capital Leases.Leases. The leases for mobile equipment at the Kittila Mineand Meadowbank mines are for five years and the leases for mobile equipment at the Meadowbank Mine are for three years. The effective annual interest rate on the lease for mobile equipment at the Meadowbank mine is 3.15%5.64%. The effective annual interest rate on the lease for mobile equipment at the Kittila mine is 4.99%.

                          216            AGNICO-EAGLE MINES LIMITED

                          Table of Contents


                            The following is a schedule of future minimum lease payments under capital leases together with the present value of the net minimum lease payments as at December 31, 2009.2012:

                        Years ended December 31,:  Minimum Capital
                        Lease Payments
                         

                        2013 $14,052 

                        2014  8,970 

                        2015  3,646 

                        2016   

                        2017   

                        Thereafter   

                        Total minimum lease payments  26,668 

                        Less amount representing interest  1,605 

                        Present value of net minimum lease payments $25,063 

                         
                        Year ending December 31:
                          
                         
                         

                        2010

                         $13,457 
                         

                        2011

                          6,529 
                         

                        2012

                          7,499 
                         

                        2013

                          8,185 
                         

                        2014

                          2,092 
                         

                        Thereafter

                           
                             
                         

                        Total minimum lease payments

                          37,762 
                         

                        Less amount representing interest

                          3,826 
                             
                         

                        Present value of net minimum lease payments

                         $33,936 
                             

                            The Company's capital lease obligations atare comprised of the following:

                            As at December 31,
                            
                            2012 2011 
                            
                          Total future lease payments $26,668 $40,630 

                          Less: interest 1,605 3,378 

                            25,063 37,252 

                          Less: current portion 12,955 11,068 

                          Long-term portion of capital lease obligations $12,108 $26,184 

                            At December 31, are comprised as follows:

                          
                         2009 2008 
                         

                        Total future lease payments

                         $37,762 $23,370 
                         

                        Less: interest

                          3,826  1,499 
                               
                         

                          33,936  21,871 
                               
                         

                        Less: current portion

                          11,955  9,792 
                               
                         

                        Long-term portion of capital leases

                         $21,981 $12,079 
                               

                            At the end of 2009,2012, the gross amount of assets recorded under capital leases, including sale-leaseback capital leases was $51.7$51.0 million (2008 — $30.7(2011 – $56.9 million; 2007 — $16.12010 – $56.9 million). The charge to income resulting from the amortization of assets recorded under capital leases is included in the amortization of property, plant and equipment componentmine development line item of the Consolidated Statementsconsolidated statements of Income.income (loss) and comprehensive income (loss).



                        AGNICO-EAGLE MINES LIMITED
                        (b)   Operating leases

                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                        (thousands of United States dollars, except per share amounts, unless otherwise indicated)
                        December 31, 2009

                        13.   LEASES (Continued)

                          (b)
                          Operating Leases

                            The Company has a number of operating lease agreements involving office space. Some of the leases for office facilities contain escalation clauses for increases in operating costs and property taxes. Future minimum lease

                          2012 ANNUAL REPORT            217

                          Table of Contents


                            payments required to meet obligations that have initial or remaining non-cancellable lease terms in excess of one year as at December 31, 20092012 are as follows:

                            Minimum lease payments:

                         

                        2010

                         $2,552 
                         

                        2011

                          1,847 
                         

                        2012

                          1,890 
                         

                        2013

                          1,416 
                         

                        2014

                          1,415 
                         

                        Thereafter

                          11,273 
                             
                         

                        Total

                         $20,393 
                             
                        Years ended December 31,:  Minimum Operating
                        Lease Payments
                         

                        2013 $1,434 

                        2014  1,013 

                        2015  837 

                        2016  822 

                        2017  813 

                        Thereafter  3,473 

                        Total $8,392 

                            TotalThe portion of operating leases relating to rental expense for operating leases was $3.7$1.1 million in 2009 (2008 — $3.12012 (2011 – $0.9 million; 2007 — $1.42010 – $4.1 million).

                        14. RESTRICTED CASH

                          In 2008,As part of the Company raised approximately $43.5 millionCompany's insurance programs fronted by a third party provider and reinsured through the issuanceCompany's internal insurance program, the third party provider requires that cash of 779,250 flow-through common shares. To comply with the flow-through share agreements, the Company was obligated to incur $31$4.7 million of eligible Canadian exploration expenditures in 2009 related to the expenditures renounced in 2008 (note 6(b)). The amount of cash the Company was obligated to spend was designated asbe restricted cash as at December 31, 2008. In 2009,2012 (2011 – $3.4 million).

                          As part of the Company incurredCompany's tax planning, $32.0 million was contributed to a qualified environmental trust ("QET") in December 2011 to fulfill the full amountrequirement of its Canadian exploration expenditures obligation required under the flow-through share agreements.

                          In 2009, the Company raised approximately $25.9 million through the issuance of 358,900 flow-through common shares. By December 31, 2009, the Company had incurred all required expenditures on eligible Canadian exploration expendituresfinancial security for costs related to the 2009 flow-through common share issuance (note 6(b)) andenvironmental remediation of the balance of restricted cashGoldex mine. During the year ended December 31, 2012, $12.0 million was nilwithdrawn from the QET to fund the environmental remediation expenditures. As at December 31, 2009.2012, $20.7 million remained in the QET.

                        15. FINANCIAL INSTRUMENTS

                          From time to time, Agnico-Eagle has entered into financial instruments with a number ofseveral financial institutions in order to hedge underlying cash flow and fair value exposures arising from changes in commodity prices, interest rates, equity prices or foreign currency exchange rates.

                          Currency risk management

                          In 20082012 and 2009,2011, financial instruments which havethat subjected Agnico-Eagle to market risk and concentration of credit risk consisted primarily of cash and cash equivalents and short-term investments. Agnico-Eagle places its cash and cash equivalents and short-term investments in high quality securities issued by government agencies, financial institutions and major corporations and limits the amount of credit exposure by diversifying its holdings.

                          Agnico-Eagle generates almost all of its revenues in US dollars. The Company's Canadian operations, which include the LaRonde, Mine, the Goldex, Mine, the Lapa Mine,and Meadowbank mines and the Meadowbank Mine,Meliadine project have Canadian dollar requirements for capital, operating and exploration expenditures.

                        218            AGNICO-EAGLE MINES LIMITED

                        Table of Contents


                          The Company utilizes foreign exchange hedges to reduce the variability in expected future cash flows arising from changes in foreign currency exchange. The hedged items represent a portion of the Canadian dollar denominated cash outflows arising from Canadian dollar denominated expenditures in 2012.

                          The forward contracts with a cash flow hedging relationship that did qualify for hedge accounting hedged $60 million of 2011 expenditures at an average rate of US$1.00 = C$0.99 and $300 million of 2012 expenditures at an average rate of US$1.00 = C$1.01. The hedges that expired during the year resulted in a realized gain of $2.8 million (2011 – $(1.5) million). As at December 31, 2012, the Company recognized a mark-to-market gain of nil (2011 – $(4.4) million) in accumulated other comprehensive loss. Amounts deferred in accumulated other comprehensive loss are reclassified to the production costs line item on the consolidated statements of income (loss) and comprehensive income (loss), as applicable, when the hedged transaction has occurred.

                          Mark-to-market gains (losses) related to foreign exchange derivative financial instruments are recorded at fair value based on broker-dealer quotations that utilize period end forward pricing of the currency hedged.

                          In 2008,2011, the Company entered into foreign exchange forward contracts with an ineffective cash flow hedging relationship that did not qualify for hedge accounting. The risk hedged in 2011 was the variability in expected future cash flows arising from changes in foreign currency exchange. The hedged items represented a portion of the unhedged forecasted Canadian dollar denominated cash outflows arising from Canadian dollar denominated expenditures in 2011. The forward contracts hedged $150 million of 2011 expenditures and nil of 2012 expenditures at an average rate of US$1.00 = C$0.99. The hedges that expired in 2011 resulted in a realized loss of $1.4 million that was recognized in the loss (gain) on derivative financial instruments line item of the consolidated statements of income (loss) and comprehensive income (loss). As at December 31, 2011, all ineffective cash flow hedges had expired. There were no foreign exchange forward contracts with ineffective cash flow hedging relationships purchased or outstanding in 2012.

                          The Company's other foreign currency derivative strategies in 2012 consisted mainly of writing US dollar call options with short maturities to generate premiums that would, in essence, enhance the spot transaction rate received when exchanging US dollars to Canadian dollars. All of these derivative transactions expired prior to year end such that no derivatives were outstanding as at December 31, 2012. The Company's foreign currency derivative strategy generated $1.5 million in call option premiums for the year ended December 31, 2012 (2011 – $5.0 million) that were recognized in the loss (gain) on derivative financial instruments line item of the consolidated statements of income (loss) and comprehensive income (loss).

                          Commodity price risk management

                          In the first quarter of 2011, to mitigate the risks associated with fluctuating foreign exchange rates,zinc prices, the Company entered into three zero cost collarsa zero-cost collar to hedge the functional currency equivalent cash flowsprice on a portion of zinc associated with the Canadian dollar denominated capital expenditures related to the Meadowbank Mine. In March 2009, the Company entered into another zero cost collar for the same purpose.LaRonde mine's 2011 production. The purchase of US dollarzinc put options has beenwas financed through selling US dollarzinc call options at a higher level such that the net premium payable to the different counterpartiescounterparty by the Company iswas nil. There were no zinc zero-cost collars purchased or outstanding in 2012.

                          A total of 20,000 metric tonnes of zinc call options were written at a strike price of $2,500 per metric tonne with 2,000 metric tonnes expiring each month beginning February 28, 2011. A total of 20,000 metric tonnes of zinc put options were purchased at a strike price of $2,200 per metric tonne with 2,000 metric tonnes expiring each month beginning February 28, 2011. While setting a minimum price, the zero-cost collar strategy also limits participation to zinc prices above $2,500 per metric tonne. These contracts did not qualify for hedge accounting under ASC 815 – Derivatives and Hedging. Gains or losses, along with mark-to-market adjustments, were recognized in the loss (gain) on derivative financial instruments line item of the consolidated statements of income (loss) and comprehensive income (loss). All options entered into during 2011 expired during the year resulting in a realized gain of $2.8 million.

                        2012 ANNUAL REPORT            219

                        Table of Contents


                          The hedged items represents monthly unhedged forecast Canadian dollar cash outflowsCompany also uses intra-quarter zinc, copper and silver derivative financial instruments associated with the timing of sales of the related products during 2009. At2012 that were recognized in the loss (gain) on derivative financial instruments line item of the consolidated statements of income (loss) and comprehensive income (loss). There were no zinc, copper or silver intra-quarter derivative financial instruments outstanding at December 31, 2008,2012 or December 31, 2011.

                          In the three zero cost collars hedged $180second quarter of 2012, to mitigate the risks associated with fluctuating diesel fuel prices, the Company entered into financial contracts to hedge the price on a portion of diesel fuel costs associated with the Meadowbank mine's diesel fuel exposure (as it relates to operating costs). The financial contracts that expired in 2012 totalled 9.5 million gallons of 2009 expendituresheating oil, representing approximately 55% of Meadowbank's expected 2012 diesel fuel exposure. In addition, the financial contracts expiring in 2013 total 0.5 million gallons of heating oil, representing approximately 3% of Meadowbank's expected 2013 diesel fuel exposure. The contracts that expired in 2012 did not qualify for hedge accounting and the additional zero cost collar enteredrelated realized loss of $1.5 million was recognized in 2009 hedged $45 millionthe loss (gain) on derivative financial instruments line item of 2009 expenditures. The cash flow hedging relationship meets all requirements per ASC 815 to be perfectly effective,the consolidated statements of income (loss) and unrealized gains and losses is recognized within other comprehensive income ("OCI")(loss).

                          Gains The contracts expiring in 2013 qualify for hedge accounting and losses deferred in accumulated other comprehensive income ("AOCI") are recognized into income as amortization (or depreciation) of the hedged capital asset occurs. Amounts transferred out of accumulated OCI are recorded in the Property, Plant and Mine development line item in the balance sheet and are amortized into income over the same period as the hedged capital asset.



                        AGNICO-EAGLE MINES LIMITED

                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                        (thousands of United States dollars, except per share amounts, unless otherwise indicated)
                        December 31, 2009

                        15.   FINANCIAL INSTRUMENTS (Continued)

                          In 2009, all of the effective hedges matured and a total of $7.4related $0.1 million was reclassified from OCI to the balance sheet as a credit to Property, Plant, and mine development line item. The total amount of unrealized loss on the hedges was nilmarket-to-market gain as at December 31, 2009 (2008 — $8.9 million).2012 was recognized in the accumulated other comprehensive loss ("AOCI") line item on the consolidated balance sheets. The Company expects approximately $0.6 millionwas not a party to beany similar heating oil derivative financial instruments in 2011. Amounts deferred in AOCI are reclassified into earnings in 2010 as the net gain is amortized in relation to the hedged capital asset.production costs line item on the consolidated statements of income (loss) and comprehensive income (loss), as applicable, when the derivative financial instrument has settled. Mark-to-market gains (losses) related to heating oil derivative financial instruments are based on broker-dealer quotations that utilize period end forward pricing to calculate fair value.

                          The following table showsdetails the changes in the AOCI balances recorded in the consolidated financial statements pertaining to the foreign exchange and commodity hedging activities. The fair values, based on Black-Scholes calculated mark-to-market valuations, of recorded derivative related assets and liabilities and their corresponding entries to AOCI reflect the netting of the fair values of individual derivative financial instruments.

                          
                         2009 2008 
                         

                        AOCI, beginning of year

                         $(8,888)$ 
                         

                        Gain reclassified from AOCI into project development costs

                          (7,399)  
                         

                        Gain (loss) recognized in OCI

                          16,287  (8,888)
                               
                         

                        AOCI, end of year

                         $ $(8,888)
                               
                          
                           2012  2011  
                          
                        AOCI, beginning of year $(4,404)$  

                        (Gain) loss reclassified from AOCI into production cost  (2,758) 1,459  

                        Loss recognized in OCI – heating oil derivative financial instruments  (117)   

                        Gain (loss) recognized in OCI – foreign exchange and other derivative financial instruments  7,019  (5,863) 

                        AOCI, end of year $(260)$(4,404) 

                          As at December 31, 2009, the Company had unmatured covered call options on available-for-sale securities with a premium of $1.1 million (2008 — $3.1 million)2012 and a Black-Scholes calculated mark-to-market gain (loss) of $0.5 million (2008 — $(0.8) million). Premiums received on the sale of covered call options are recorded as a liability in the fair value of derivative financial instrument component of the consolidated balance sheets until they mature or the position is closed. Gains or losses as a result of mark-to-market valuations are taken into income in the period incurred. The Company sold these call options against the shares and warrants of Goldcorp Inc. ("Goldcorp") to reduce its price exposure to the Goldcorp shares and warrants it acquired in connection with Goldcorp's acquisition of Gold Eagle Mines Ltd. During 2009, the Company continued to write covered call options on the shares and warrants of Goldcorp as they expire and/or were repurchased. The amount of $0.6 million (2008 — 3.9 million) recorded as a liability as at December 31, 2009, is expected to be recognized through the consolidated statements of income in 2010.

                          During the year-ended December 31, 2009, the Company recognized a net gain of $10.5 million (2008 — $(0.8) million) in the interest and sundry income component of the consolidated statements of income related to the written call options of Goldcorp shares and warrants.

                          During the third quarter of 2009, the Company sold its 0.8 million shares of Goldcorp shares but continued to write call options on the 0.8 million warrants it continues to hold. Cash provided by operating activities in the consolidated statements of cash flows are adjusted for gains realized on the consolidated statements of income through the loss (gain) on sale of securities component. Premiums received are a component of proceeds on sale of available-for-sale securities and other within the cash used in investing activities section of the consolidated statements of cash flows.

                          As at December 31, 2009 and 2008,2011, there were no metal derivative positions. The Company may from time to time utilize short-term (including intra-quarter) financial instruments as part of its strategy to minimize risks and optimize returns on its byproduct metal sales.

                          Other required derivative disclosures can be found in note 6(f)7(d), "Accumulatedaccumulated other comprehensive loss.

                        220            AGNICO-EAGLE MINES LIMITED

                        Table of Contents


                          The following table provides a summary of the amounts recognized in the loss (gain) on derivative financial instruments line item of the consolidated statements of income (loss)". and comprehensive income (loss):

                           Years Ended December 31,
                          
                           2012  2011  2010  
                          
                        Premiums realized on written foreign exchange call options $1,505 $4,995 $4,845  

                        Realized gain on foreign exchange extendible flat forward      1,797  

                        Realized loss on foreign exchange forwards    (1,407)   

                        Realized gain on foreign exchange collar      711  

                        Mark-to-market gain on foreign exchange extendible flat forward(i)      142  

                        Realized gain on zinc derivative financial instruments  430  3,419  3,733  

                        Realized gain (loss) on copper derivative financial instruments  63  79  (558) 

                        Realized loss on silver derivative financial instruments    (3,403) (3,058) 

                        Mark-to-market loss on warrants(i)  (1,294)     

                        Realized loss on heating oil derivative financial instruments  (1,523)     

                        (Loss) gain on derivative financial instruments $(819)$3,683 $7,612  

                          Note:

                          (i)
                          Mark-to-market gains and losses on financial instruments that did not qualify for hedge accounting are recognized through the loss (gain) on derivative financial instruments line item of the consolidated statements of income (loss) and comprehensive income (loss) and through the other line item of the consolidated statements of cash flow.

                          Agnico-Eagle's exposure to interest rate risk at December 31, 20092012 relates to its cash and cash equivalents, short-term investments and restricted cash totalling $163.6$332.0 million (2008 — $99.4(2011 – $221.5 million) and its credit facilities.the Credit Facility. The Company's short-term investments and cash equivalents have a fixed weighted average interest rate of 0.59% (2008 — 3.21%0.47% (2011 – 0.61%).

                          The fair values of Agnico-Eagle's current financial assets and liabilities approximate their carrying values as at December 31, 2009.2012.

                        In September 2006,16. GENERAL AND ADMINISTRATIVE

                          As a result of a kitchen fire at the FASB issued ASC 820 — Fair Value MeasurementMeadowbank mine in March 2011, the Company recognized a loss on disposal of the kitchen of $6.9 million, incurred related costs of $7.4 million and Disclosure (Prior authoritative literature: FASB Statement No. 157, "Fair Value Measurements" ("FAS 157")). ASC 820 defines fair value, establishes a framework for measuring fair value in US GAAP, and expands required disclosures about fair value measurements.recognized an insurance receivable of $11.2 million. The provisionsdifference of ASC 820 were adopted January 1, 2008. In February 2008, FASB modified ASC 820 (Prior authoritative literature: FASB Staff Position No. 157-2, "Effective Date of FASB Statement No. 157" that delayed the effective date of ASC 820 for nonfinancial assets and nonfinancial liabilities, except for items that are$3.1 million was recognized or disclosed at fair value in the financialgeneral and administrative line item of the consolidated statements onof income (loss) and comprehensive income (loss) in the first quarter of 2011.

                          During the subsequent months of 2011, the Company received $2.4 million of insurance proceeds and had a recurring basis (at least annually). The new provisionsremaining insurance receivable of ASC 820 were$8.8 million recorded in the other current assets line item of the consolidated balance sheets as at December 31, 2011. During the year ended December 31, 2012, the Company received $2.2 million of insurance proceeds and had a remaining insurance receivable of $6.6 million as at December 31, 2012.

                        2012 ANNUAL REPORT            221

                        Table of Contents


                        17. LOSS ON GOLDEX MINE

                          On October 19, 2011, the Company announced that it was suspending mining operations and gold production at the Goldex mine in Quebec, Canada, effective immediately. This decision followed the receipt of an opinion from a second rock mechanics consulting firm which recommended that underground mining operations be halted. It appeared that a weak volcanic rock unit in the hanging wall above the Goldex Extension Zone ("GEZ") of the Goldex mine deposit had failed. This rock failure was thought to extend between the top of the deposit and surface. As a result, this structure allowed an increase in ground water to flow into the mine.

                          As at September 30, 2011, Agnico-Eagle had written off its investment in the Goldex mine (net of expected residual value), written off the underground ore stockpile and recorded a provision for the Company's fiscal year beginning January 1, 2009.

                          Fair value isanticipated costs of environmental remediation. Given the value at which a financial instrument could be closed out or soldamount of uncertainty in a transaction with a willing and knowledgeable counterparty over a period of time consistent with the Company's investment strategy. Fair value is based on quoted market prices,



                        AGNICO-EAGLE MINES LIMITED

                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                        (thousands of United States dollars, except per share amounts, unless otherwise indicated)
                        December 31, 2009

                        15.   FINANCIAL INSTRUMENTS (Continued)


                          where available. If market quotes are not available, fair value is based on internally developed models that use market-based or independent information as inputs. These models could produce a fair value that may not be reflective of future fair value.

                          The three levels of the fair value hierarchy under ASC 820 are:

                            Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

                            Level 2 — Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

                            Level 3 — Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

                          The following table sets out the Company's financial assets and liabilities measured at fair value within the fair value hierarchy.

                          
                         Total Level 1 Level 2 Level 3 
                         

                        Financial assets:

                                     
                         

                        Cash and cash equivalents(1)

                         $160,280 $158,240 $2,040   
                         

                        Available-for-sale securities(2)(3)

                          111,967  101,907  10,060   
                         

                        Accounts receivable(1)

                          93,571    93,571   
                         

                        Short-term investments(1)

                          3,313    3,313   
                         

                        Fair value of defined benefit pension plan assets(4)

                          1,635  1,635     
                                   
                         

                         $370,766 $261,782 $108,984   
                                   
                         

                        Financial liabilities:

                                     
                         

                        Bank debt(5)

                         $716,666 $ $716,666   
                         

                        Accounts payable and accrued liabilities(1)

                          136,677    136,677   
                         

                        Dividends Payable(1)

                          28,199  28,199     
                         

                        Derivative liabilities(3)

                          662    662   
                                   
                         

                         $882,204 $28,199 $854,005   
                                   

                          (1)
                          Fair value approximates the carrying amounts due to the short-term nature.

                          (2)
                          Recorded at fair value using quoted market prices.

                          (3)
                          Recorded at fair value based on broker-dealer quotations.

                          (4)
                          Assets for the defined benefit pension plan consists of deposits on hand with regulatory authorities which are refundable when benefit payments are made or on the ultimate wind-up of the plan.

                          (5)
                          Recorded at cost. This line item also includes accrued interest.

                          Cash equivalents and short-term investments are classified as Level 2 of the fair value hierarchy because they are held to maturity and valued using interest rates observable at commonly quoted intervals. Cash equivalents are market securities with remaining maturities of three months or less at the date of purchase. The short-term investments are market securities with remaining maturities of over three months at the date of purchase.

                          The Company's available-for-sale equity securities valued using quoted market prices in active markets are classified as Level 1 of the fair value hierarchy. The fair value of these securities are calculated as the quoted market price of the security multiplied by the quantity of shares held by the Company. The Company's available-for-sale securities classified as Level 2 of the fair value hierarchy consist of equity warrants. The fair value of these Level 2 securities are calculated based on the broker-dealer quotation multiplied by the quantity of equity warrants held by the Company.

                          In the event that a decline inestimating the fair value of the Goldex mine property, plant, and mine development, the Company determined that the fair value was equal to the residual value. All of the remaining 1.6 million ounces of proven and probable gold reserves at the Goldex mine, other than the ore stockpiled on surface, were reclassified as mineral resources effective September 30, 2011. The Goldex mine is part of the Canada segment as detailed in note 19.

                          The mill processed feed from the remaining surface stockpile at the Goldex mine in October 2011.

                        Impairment loss on Goldex mine property, plant, and mine development$237,110

                        Loss on underground ore stockpile16,641

                        Supplies inventory obsolescence provision1,915

                        Increase in environmental remediation liability47,227

                        Loss on Goldex mine (before income and mining taxes) for the year ended December 31, 2011$302,893

                          The environmental remediation liability for the anticipated costs of remediation associated with the suspension of operations at the Goldex mine has required management to make estimates and judgments that affect the reported amount. In making judgments in accordance with US GAAP, the Company uses estimates based on historical experience and various assumptions that are considered reasonable in the circumstances. Actual results may differ from these estimates.

                          In July 2012, the Company's Board approved the development of the M and E Zones at the Goldex mine. The operations in the GEZ remain suspended indefinitely.

                        18. IMPAIRMENT LOSS ON MEADOWBANK MINE

                          For the year ended December 31, 2011, the Company performed a full review of the Meadowbank mine operations and updated the related life of mine plan. This review considered the exploration potential of the area, the mineral reserves and resources, the projected operating costs in light of the persistently high operating costs experienced since commencement of commercial operations, metallurgical performance and gold price. These served as inputs into pit optimizations to determine which reserves and resources could be economically mined and be considered as mineable mineral reserves. As a result of these factors, an investment occursupdated mine plan with a shorter mine life was developed and the declinecash flows calculated, resulting in value is considered to be other-than-temporary, an impairment charge is recorded into the consolidated statementMeadowbank mine carrying value of income and a new cost basis$907.7 million for the investment is established.year ended December 31, 2011. The Company assesses whetherMeadowbank mine had a decline inproperty, plant and mine development book value is consideredof approximately $1.7 billion prior to be other-than-temporary by considering available evidence, includingrecording this impairment charge.

                          Net estimated future cash flows from the Meadowbank mine were calculated as at December 31, 2011, on an undiscounted basis, based on best estimates of future gold production, which were based on long-term gold prices from $1,250 to $1,553 per ounce (in real terms), foreign exchange rates from US$0.92:C$1.00 to US$0.97:C$1.00,



                        222            
                        AGNICO-EAGLE MINES LIMITED

                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)Table of Contents


                        (thousands of United States dollars, except per share amounts, unless otherwise indicated)
                        December 31, 2009

                        15.   FINANCIAL INSTRUMENTS (Continued)


                          changes in general market conditions, specific industryincreased cost estimates based on revised operating levels, average gold recovery of 92.9% and individual company data,expected continuation of operations to 2017, including the lengthprocessing of timestockpiled ore. Future expected operating costs, capital expenditures, and asset retirement obligations were based on the extent to which theupdated life of mine plan. The fair value has been less than cost,was calculated by discounting the financial conditionestimated future net cash flows using a 5% interest rate (in real terms), commensurate with the estimated level of risk. Management's estimate of future cash flows is subject to risk and uncertainties. Therefore, it is reasonably possible that changes could occur which may affect the near-term prospectsrecoverability of the individual investment. New evidence could become availableCompany's long-lived assets and may have a material effect on the Company's consolidated financial statements. The Meadowbank mine is a part of the Canada segment as detailed in future periods which would affect this assessment and thus could result in material impairment charges with respect to those investments for which the cost basis exceeds its fair value.note 19.

                        16.19. SEGMENTED INFORMATION

                          Agnico-Eagle predominantly operates in a single industry, namely exploration for and production of gold. Based on the internal reporting structureThe Company's primary operations are in Canada, Mexico and the nature of the Company's activities, theFinland. The Company identifies its reportable segments as those consolidated mining operations or functional groupswhose operating results are reviewed by the Chief Executive Officer and that represent more than 10% of the combined revenue, profit or loss or total assets of all reported operating segments. Consolidated mining operations or functional groups not meeting this thresholdThe following are aggregated at the applicable geographic region for segment reporting purposes. This structure reflectsreportable segments of the Company and reflect how the Company manages its business and how it classifies its operations for planning and measuring performance:





                        Canada:


                         

                        LaRonde Mine,mine, Lapa Mine,mine, Goldex Mine,mine, Meadowbank Mine,mine, Meliadine project and the Regional Officeoffice

                        Latin America:

                        Europe:


                        Kittila Mine


                        Pinos Altos mine, Creston Mascota deposit at Pinos Altos and the La India project

                        Europe:

                        Latin America:


                        Pinos Altos Mine


                        Kittila mine

                        Exploration:

                        USA:


                        USA
                        United States Exploration office, Europe Exploration office, Canada Exploration office,offices and the Latin America Exploration office

                          The accounting policies of the reportable segments are the same as those described in the accounting policies note. There are no transactions between the reportable segments affecting revenue. Production costs for the reportable segments are net of intercompany transactions. Of the $229.3 million of goodwill reflected on the consolidated balance sheets at December 31, 2012, $200.1 million relates to the Meliadine project which is a component of the Canada segment and $29.2 million relates to the La India project which is a component of the Latin America segment.

                        2012 ANNUAL REPORT            223

                        Table of Contents


                          Corporate Head Officehead office assets are included in the Canada categorysegment and specific corporate income and expense items are noted separately below.

                          On May 1, 2009, both the Lapa Mine and Kittila Mine achieved commercial production. The Pinos Altos MineMeadowbank mine achieved commercial production on NovemberMarch 1, 2009.2010. The Goldex MineCreston Mascota deposit at Pinos Altos achieved commercial production Auguston March 1, 2008.2011. The Meadowbank Mine is expected to achieveLaRonde mine extension achieved commercial production in the first quarter of 2010.on December 1, 2011.

                          
                        Year ended
                        December 31, 2012:
                         Revenues
                        from
                        Mining
                        Operations
                         Production
                        Costs
                          Exploration
                        and Corporate
                        Development
                         Amortization
                        of Property,
                        Plant and
                        Mine
                        Development
                          Foreign
                        Currency
                        Translation
                        (Loss)
                        Gain
                          Segment
                        Income
                        (Loss)
                          

                        Canada $1,182,621 $(646,733)$(37,627)$(204,243)$(6,294)$287,724  

                        Latin America 450,664 (152,942)  (37,527) 3,305  263,500  

                        Europe 284,429 (98,037)  (30,091) (18,726) 137,575  

                        Exploration    (71,873)  5,395  (66,478) 

                          $1,917,714 $(897,712)$(109,500)$(271,861)$(16,320)$622,321  

                        Segment income $622,321  

                        Corporate and other:     

                         Interest and sundry expense  (2,389) 

                         Gain on sale of available-for-sale securities  9,733  

                         Loss on derivative financial instruments  (819) 

                         General and administrative  (119,085) 

                         Impairment loss on available-for-sale securities  (12,732) 

                         Provincial capital tax  (4,001) 

                         Interest expense  (57,887) 

                        Income before income and mining taxes $435,141  

                         
                        Twelve Months Ended
                        December 31, 2009
                         Revenues
                        from
                        Mining
                        Operations
                         Production
                        Costs
                         Amortization Exploration
                        & Corporate
                        Development
                         Foreign Currency
                        Translation Loss
                        (Gain)
                         Segment
                        Income
                        (Loss)
                         
                         

                        Canada

                         $538,123 $252,035 $60,028 $ $36,499 $189,561 
                         

                        Europe

                          61,457  42,464  10,909    3,582  4,502 
                         

                        Latin America

                          14,182  11,819  1,524    (250) 1,089 
                         

                        Exploration

                                36,279    (36,279)
                                       
                         

                         $613,762 $306,318 $72,461 $36,279 $39,831 $158,873 
                                       
                         

                        Segment income

                         $158,873 
                         

                        Corporate and Other

                                           
                         

                            Interest and sundry income

                          16,172 
                         

                            Gain on sale of available-for-sale securities

                          10,142 
                         

                            General and administrative

                          (63,687)
                         

                            Provincial capital tax

                          (5,014)
                         

                            Interest expense

                          (8,448)
                                            
                         

                        Income before income, mining and federal capital taxes

                         $108,038 
                                            


                        224            
                        AGNICO-EAGLE MINES LIMITED

                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)Table of Contents


                          
                        Year ended
                        December 31,
                        2011:
                         Revenues
                        from
                        Mining
                        Operations
                         Production
                        Costs
                          Exploration
                        and Corporate
                        Development
                         Amortization
                        of Property,
                        Plant and
                        Mine
                        Development
                          Foreign
                        Currency
                        Translation
                        (Loss)
                        Gain
                         Loss on
                        Goldex Mine
                         Impairment
                        Loss on
                        Meadowbank
                        Mine
                         Segment
                        (Loss)
                        Income
                          

                        Canada $1,217,858 $(619,987)$ $(198,219)$(2,825)$(302,893)$(907,681)$(813,747) 

                        Latin America 378,329 (145,614)  (36,988) 4,955   200,682  

                        Europe 225,612 (110,477)  (26,574) (1,063)  87,498  

                        Exploration    (75,721)  15   (75,706) 

                          $1,821,799 $(876,078)$(75,721)$(261,781)$1,082 $(302,893)$(907,681)$(601,273) 

                        Segment loss $(601,273) 

                        Corporate and other:    

                         Interest and sundry expense (5,188) 

                         Gain on sale of available-for-sale securities 4,907  

                         Impairment loss on available-for-sale securities (8,569) 

                         Gain on derivative financial instruments 3,683  

                         General and administrative (107,926) 

                         Provincial capital tax (9,223) 

                         Interest expense (55,039) 

                        Loss before income and mining taxes $(778,628) 

                        2012 ANNUAL REPORT            225

                        (thousandsTable of Contents


                          
                        Year ended
                        December 31, 2010:
                         Revenues
                        from
                        Mining
                        Operations
                         Production
                        Costs
                          Exploration
                        and Corporate
                        Development
                         Amortization
                        of Property,
                        Plant and
                        Mine
                        Development
                         Foreign Currency
                        Translation (Loss)
                        Gain
                         Segment
                        Income
                        (Loss)
                          

                        Canada $1,086,744 $(499,621)$ $(140,024)$(22,815)$424,284  

                        Latin America 175,637 (90,116)  (21,134)2,126 66,513  

                        Europe 160,140 (87,735)  (31,231)2,780 43,954  

                        Exploration    (54,958)(97)(1,627)(56,682) 

                          $1,422,521 $(677,472)$(54,958)$(192,486)$(19,536)$478,069  

                        Segment income $478,069  

                        Corporate and other:    

                         Interest and sundry income 10,254  

                         Gain on acquisition of Comaplex Minerals Corp., net of transaction costs 57,526  

                         Gain on sale of available-for-sale securities 19,487  

                         Gain on derivative financial instruments 7,612  

                         General and administrative (94,327) 

                         Provincial capital tax 6,075  

                         Interest expense (49,493) 

                        Income before income and mining taxes $435,203  

                          Total Assets as at December 31,
                          
                          2012 2011 
                          
                        Canada $3,279,881 $3,205,158 

                        Latin America 1,069,379 1,020,078 

                        Europe 846,941 771,714 

                        Exploration 59,641 37,312 

                          $5,255,842 $5,034,262 

                        226            AGNICO-EAGLE MINES LIMITED

                        Table of Contents


                          Capital Expenditures
                        Years Ended December 31,
                          
                          2012 2011 2010 
                          
                        Canada $316,234 $347,790 $335,198 

                        Latin America 69,225 39,966 104,475 

                        Europe 60,036 86,514 71,968 

                        Exploration 55 8,561  

                          $445,550 $482,831 $511,641 

                        20. SUBSEQUENT EVENTS

                          On March 19, 2013, the Company entered into a subscription agreement for 9,600,000 units of ATAC Resources Ltd. ("ATC") at a private placement price of C$1.35 per unit for total consideration of C$13.0 million. Each unit is comprised of one common share of ATC and one-half of one common share purchase warrant, representing 8.48% of the issued and outstanding common shares of ATC. Each whole common share purchase warrant entitles the holder to acquire one common share of ATC at a price of C$2.10 for a period of 18 months from the March 22, 2013 closing date. If the closing price of ATC's common shares exceeds C$3.00 for a period of ten consecutive trading days subsequent to the expiry of the applicable four month hold period, ATC may provide notice that the common share purchase warrants will expire 30 days from the date of such notice.

                        21. SECURITIES CLASS ACTION LAWSUITS

                          On November 7, 2011 and November 22, 2011, the Company and certain current and former officers who also are, or were, directors were named as defendants in two putative class action lawsuits, styledJerome Stone v. Agnico-Eagle Mines Ltd., et al., andChris Hastings v. Agnico-Eagle Mines Limited, et al., respectively, which were filed in the United States dollars, except per share amounts, unlessDistrict Court for the Southern District of New York. On February 6, 2012, the court entered an order consolidating the actions under the captionIn re Agnico-Eagle Mines Ltd. Securities Litigation and appointed a lead plaintiff (not one of the plaintiffs who filed the original complaints). On April 6, 2012, the lead plaintiff served its Consolidated Complaint (the "Complaint"). The Complaint names the Company, its current Chief Executive Officer and its former President and Chief Operating Officer as defendants and purports to be brought on behalf of all persons and entities who purchased or otherwise indicated)
                          December 31, 2009
                          acquired the Company's publicly traded securities in the United States or on a U.S. exchange during the period July 28, 2010 through October 19, 2011 (the "Class Period"). The Complaint alleges, among other things, that defendants violated U.S. securities laws by misrepresenting the Company's gold reserves and the status, ability to operate and projected production of its Goldex mine. The Complaint seeks, among other things, (i) a determination that the action is a proper class action and (ii) an award of unspecified damages, attorneys' fees and expenses. On June 6, 2012, the Company and the other defendants filed a motion, pursuant to the Private Securities Litigation Reform Act and Rules 9(b) and 12(b)(6) of the Federal Rules of Civil Procedure, to dismiss the Consolidated Complaint, for failure to state a claim upon which relief could be granted. On January 14, 2013, Judge Oetken granted the Company's motion to dismiss the Complaint and all claims therein and denied the plaintiffs' request for leave to amend the Complaint. On February 12, 2013, the plaintiffs filed a Notice of Appeal to the United States Court of Appeals for the Second Circuit. No date has been set for the appeal.

                          On March 8, 2012 and April 10, 2012, a Notice of Action and Statement of Claim (collectively, the "Ontario Claim") were issued by William Leslie, AFA Livforsakringsaktiebolag and certain other entities against the Company and

                        2012 ANNUAL REPORT            227

                        16.   SEGMENTED INFORMATION (Continued)Table of Contents


                         
                        Twelve Months Ended
                        December 31, 2008
                         Revenues
                        from
                        Mining
                        Operations
                         Production
                        Costs
                         Amortization Exploration
                        & Corporate
                        Development
                         Foreign Currency
                        Translation Loss
                        (Gain)
                         Segment
                        Income
                        (Loss)
                         
                         

                        Canada

                         $368,938 $186,862 $36,133 $ $(70,442)$216,385 
                         

                        Europe

                                  (7,281) 7,281 
                         

                        Latin America

                                  35  (35)
                         

                        Exploration

                                34,704    (34,704)
                                       
                         

                         $368,938 $186,862 $36,133 $34,704 $(77,688)$188,927 
                                       
                         

                        Segment income

                         $188,927 
                         

                        Corporate and Other

                                           
                         

                            Interest and sundry income

                          11,721 
                         

                            Gain on sale of available-for-sale securities

                          25,626 
                         

                            General and administrative

                          (47,187)
                         

                            Write-down on available-for-sale securities

                          (74,812)
                         

                            Provincial capital tax

                          (5,332)
                         

                            Interest expense

                          (2,952)
                                            
                         

                        Income before income, mining and federal capital taxes

                         $95,991 
                                            

                         
                        Twelve Months Ended
                        December 31, 2007
                         Revenues
                        from
                        Mining
                        Operations
                         Production
                        Costs
                         Amortization Exploration
                        & Corporate
                        Development
                         Foreign Currency
                        Translation Loss
                        (Gain)
                         Segment
                        Income
                        (Loss)
                         
                         

                        Canada

                         $432,205 $166,104 $27,757 $ $30,291 $208,053 
                         

                        Europe

                                  2,009  (2,009)
                         

                        Latin America

                                  (3) 3 
                         

                        Exploration

                                25,507    (25,507)
                                       
                         

                         $432,205 $166,104 $27,757 $25,507 $32,297 $180,540 
                                       
                         

                        Segment income

                         $180,540 
                         

                        Corporate and Other

                                           
                         

                            Interest and sundry income

                          25,142 
                         

                            Gain on sale of available-for-sale securities

                          4,088 
                         

                            General and administrative

                          (38,167)
                         

                            Loss on derivative financial instruments

                          (5,829)
                         

                            Provincial capital tax

                          (3,202)
                         

                            Interest expense

                          (3,294)
                                            
                         

                        Income before income, mining and federal capital taxes

                         $159,278 
                                            

                          
                         Capital Expenditures 
                          
                         2009 2008 2007 
                         

                        Canada

                         $435,098 $548,555 $1,157,973 
                         

                        Europe

                          84,955  190,188  92,070 
                         

                        Latin America

                          136,706  171,438  41,252 
                         

                        Exploration

                            55   
                                 
                         

                         $656,759 $910,236 $1,291,295 
                                 

                          Therecertain of its current and former officers and directors. On September 27, 2012, the plaintiffs issued a Fresh as Amended Statement of Claim. The Fresh as Amended Statement of Claim alleges that the Company's public disclosure concerning water flow issues at its Goldex mine was misleading. The Ontario Claim was issued by the plaintiffs on behalf of all persons and entities who acquired securities of the Company during the period March 26, 2010 to October 19, 2011, excluding persons resident or domiciled in the Province of Quebec at the time they purchased or acquired such securities. The plaintiffs seek, among other things, damages of C$250.0 million and to certify the Ontario Claim as a class action. The plaintiffs have brought motions for leave to commence an action under s. 138 of theSecurities Act (Ontario) and to certify the action as a class action, which are no transactions betweenscheduled to be argued April 16, 2013 to April 19, 2013. The Company intends to vigorously contest the reported segments affecting revenue. Production costsmotions and defend the Ontario Claim.

                          On April 12, 2012, two senior officers of the Company were served with a Motion for Leave to Institute a Class Action and for the reported segments are netAppointment of intercompany transactions.a Representative Plaintiff (the "Quebec Motion"). The action is on behalf of all persons and entities residing or domiciled in Quebec who acquired securities of the Company between March 26, 2010 and October 19, 2011. The proposed class action is for damages of C$100.0 million arising as a result of allegedly misleading disclosure by the Company concerning its operations at the Goldex mine. On October 15, 2012, the plaintiffs served an amended Quebec Motion seeking leave to commence an action under theSecurities Act (Quebec) in addition to seeking authorization to institute a class action. No date has been set for the hearing to argue the Quebec Motion. The Company intends to vigorously contest the Quebec Motion and defend the claim.


                        228            AGNICO-EAGLE MINES LIMITED

                        Table of Contents


                        ITEM 19   EXHIBITS

                        Exhibits and Exhibit Index.    The following Exhibits are filed as part of this Annual Report on Form 20-F and incorporated herein by reference to the extent applicable.


                        Exhibit IndexEXHIBIT INDEX

                        Exhibit No.
                        Description

                            1.01 Articles of Amalgamation of the Company.*

                            1.02By-Law No. 1 of the Company.*

                            4.01Second Amended and Restated Credit Agreement, dated as of August 4, 2011, between the Company, the guarantors party thereto, the lenders party thereto and The Bank of Nova Scotia (incorporated by reference to Exhibit 1.024.01 to the Company's Annual Report on Form 20-F (File No. 001-13422) for the fiscal year ended December 31, 2007,2011, filed with the SEC on March 28, 2008)29, 2012). * 

                            1.024.02 Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 99.1Amendment No. 1 to the Company's Form 6-K (File No. 001-13422) furnished to the SEC on March 28, 2008).*
                          4.01Second Amended and Restated Credit Agreement, dated as of June 15, 2009,July 20, 2012, between the Company, the guarantors party thereto, the lenders party thereto and The Bank of Nova Scotia. * 
                          4.02Amended and Restated Credit Agreement, dated as of June 15, 2009, between the Company, the guarantors party thereto, the lenders party thereto and The Bank of Nova Scotia.*
                            4.03 Amended and Restated Stock Option Plan (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8 (File No. 333-152004), filed with the SEC on August 19, 2008).Plan.** * 

                            4.04 Amended and Restated Incentive Share Purchase Plan (incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-8 (File No. 333-152004) filed with the SEC on August 19, 2008).Plan.** * 

                            4.05 4.05Restricted Share Unit Plan for Directors, Senior Executives and Employees of Agnico-Eagle Mines Limited, as amended.***

                            4.06 Warrant Indenture, dated as of April 4, 2009, between the Company and Computershare Trust Company of Canada.Canada (incorporated by reference to Exhibit 4.05 to the Company's Annual Report on Form 20-F (File No. 001-13422) for the fiscal year ended December 31, 2009, filed with the SEC on March 26, 2010). * 

                            4.07Note Purchase Agreement, dated as of April 7, 2010, between the Company and the purchasers party thereto (incorporated by reference to Exhibit 4.05 to the Company's Annual Report on Form 20-F (File No. 001-13422) for the fiscal year ended December 31, 2010, filed with the SEC on March 28, 2011).*

                            4.08Note Purchase Agreement, dated as of July 24, 2012, between the Company and the purchasers party thereto.*

                            4.09Credit Agreement, dated as of June 26, 2012, between the Company, the guarantors party thereto and the Bank of Nova Scotia relating to a C$150 million uncommitted letter of credit facility.*

                            8.01 List of subsidiaries of the Company. * 

                        11.01 Code of Business Conduct and Ethics (incorporated by reference to Exhibit 2 toof the Company's Form 6-K (File No. 001-13422) furnished to the SEC on December 21, 2005).Company. * 

                        12.01 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Subsections (A) and (B) of Section 1350, Chapter 63 of Title 18, United States Code) (Sean Boyd). * 

                        12.02 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Subsections (A) and (B) of Section 1350, Chapter 63 of Title 18, United States Code) (David Garofalo)Smith). * 

                        13.01 Certification pursuant to Title 18, United States Code, Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Sean Boyd).*** * 

                        13.02 Certification pursuant to Title 18, United States Code, Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (David Garofalo)Smith).*** * 

                        15.01 Consent of Independent Registered Public Accounting Firm. * 

                        15.02 Audit Committee Charter (incorporated by reference to Exhibit 15.04 to the Company's Annual Report on Form 20-F (File No. 001-13422) for the fiscal year ended December 31, 2005 filed with the SEC on March 28, 2006). *

                          15.03 Consent of Daniel Doucet.

                        Exhibit No.
                        Description

                         *

                        101 The following financial information from Agnico-Eagle Mines Limited's Comparative Audited Consolidated Financial Statements, formatted in XBRL (Extensible Business Reporting Language) and furnished electronically herewith: (i) the Consolidated Statements of Income; (ii) the Consolidated Statements of Cash Flow; (iii) the Consolidated Balance Sheets; (iv) the Consolidated Statements of Shareholders' Equity; (v) the Consolidated Statements of Comprehensive Income; and (vi) the Notes to Consolidated Financial Statements, tagged as blocks of text.   

                         

                        *
                        Such exhibits and other information filed by the Company with the SEC are available to shareholders upon request at the SEC's public reference section, may be inspected and copied at prescribed rates at the public reference room maintained by the SEC located at 110 F Street, N.E., Room 1580, Washington, D.C. 20549, U.S.A. or may be accessed electronically at the SEC's website (www.sec.gov).

                        **
                        Management contracts or compensatory plan, contract or arrangements required to be filed and herein incorporated as an exhibit.

                        ***
                        Pursuant to the SEC Release No. 33-8212 and 34-47551, this certification will be treated as "accompanying" this Annual Report on Form 20-F and not "filed" as part of such report for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of Section 18 of the Exchange Act, and this certification will not be incorporated by reference into any filing under the U.S. Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

                        2012 ANNUAL REPORT            229

                        Table of Contents



                        SIGNATURES

                        The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on Form 20-F on its behalf.

                          AGNICO-EAGLE MINES LIMITED

                        Toronto, Canada
                        March 26, 2010
                        28, 2013

                         

                         


                         

                         

                         

                        By:


                        /s/DAVID GAROFALO
                        SMITH

                        David GarofaloSmith
                        Senior Vice-President, Finance and
                        Chief Financial Officer

                        230            AGNICO-EAGLE MINES LIMITED

                        Table of Contents