SUPPORT AGREEMENTSupport Agreement • March 12th, 2007 • Agnico Eagle Mines LTD • Gold and silver ores • Ontario
WHEREAS Agnico-Eagle, jointly with the Bidco (together with Agnico-Eagle, the “Offeror”), a wholly-owned subsidiary of Agnico-Eagle, desires to acquire all of the common shares (the “Company Shares”) of the Company, including all Company Shares issuable on the exercise of (i) outstanding stock options (the “Options”) granted pursuant to the Company’s stock option plan (the “Stock Option Plan”) or otherwise prior to the date hereof and (ii) outstanding share purchase warrants (the “Warrants”), and is prepared to make the Offer (as defined below) to acquire such Company Shares;
Confidentiality AgreementConfidentiality Agreement • March 12th, 2007 • Agnico Eagle Mines LTD • Gold and silver ores • Ontario
You have requested information from Agnico-Eagle Mines Limited (the “Company”) in connection with a possible strategic transaction (the “Proposed Transaction”) involving Cumberland Resources Ltd. (“Cumberland” or “you”) and the Company. The Company has disclosed and will continue to disclose to you certain information which is non-public, confidential or proprietary in nature. In connection with the Proposed Transaction, you will develop or acquire similar information. This letter sets out our agreement concerning such information.
LOCK-UP AGREEMENTUp Agreement • March 12th, 2007 • Agnico Eagle Mines LTD • Gold and silver ores • Ontario
This Agreement sets out the terms and conditions of the several and not joint agreements of each Seller to: (i) support the Offer and (ii) to deposit or cause to be deposited under the Offer the Company Shares currently owned or controlled by such Seller and any Company Shares subsequently acquired by such Seller, upon the exercise of outstanding Options held by the Seller or otherwise (the “Subject Company Shares”).
