EXHIBIT 3.1 UNDERWRITING AGREEMENTUnderwriting Agreement • November 6th, 2002 • Agnico Eagle Mines LTD • Gold and silver ores • Ontario
ANDAgnico Eagle Mines LTD • November 6th, 2002 • Gold and silver ores • Ontario
AND oAgnico Eagle Mines LTD • November 8th, 2002 • Gold and silver ores • Ontario
LOCK-UP AGREEMENTLock-Up Agreement • October 13th, 2011 • Agnico Eagle Mines LTD • Gold and silver ores • Ontario
WHEREAS the Shareholder is the legal and beneficial owner of common shares and options (the “Options”) to purchase common shares of Grayd Resource Corporation (the “Company”), as more particularly described herein;
THIS AGREEMENT MADE AS OF THE 1st day of January, 2006. BETWEEN:Agreement • March 28th, 2006 • Agnico Eagle Mines LTD • Gold and silver ores • Ontario
AND WHEREAS the corporation and the employee are parties to a previous Employment Agreement made prior to the date of this Agreement ("the Previous Agreement");
THIS AGREEMENT MADE AS OF THE 20th day of December, 2002. BETWEEN: DAVID GAROFALO, of the Town of Richmond Hill, in the Province of Ontario, (hereinafter called the "Employee")Agreement • June 13th, 2005 • Agnico Eagle Mines LTD • Gold and silver ores • Ontario
WHEREAS the Employee is presently serving the Corporation in the capacity of Vice President, Finance and Chief Financial Officer;
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;
NOTE PURCHASE AGREEMENTAssumption Agreement • April 5th, 2021 • Agnico Eagle Mines LTD • Gold and silver ores • New York
Agnico Eagle Mines Limited, a corporation organized under the laws of the Province of Ontario (the "Company"), agrees with each of the purchasers whose names appear at the end hereof (each a "Purchaser" and collectively the "Purchasers") as follows:
ACQUISITION AGREEMENT AGNICO-EAGLE MINES LIMITED - and - GRAYD RESOURCE CORPORATION September 19, 2011Acquisition Agreement • October 13th, 2011 • Agnico Eagle Mines LTD • Gold and silver ores • Ontario
Documents were prepared in accordance with U.S. GAAP consistently applied and fairly present the consolidated financial condition of the Offeror (on a consolidated basis) at the respective dates indicated and the results of operation of the Offeror (on a consolidated basis) for the periods covered thereby.
AMENDING AGREEMENTAmending Agreement • October 29th, 2021 • Agnico Eagle Mines LTD • Gold and silver ores
WHEREAS Agnico and Kirkland are parties to a merger agreement dated September 28, 2021 pursuant to which, among other things, Agnico has agreed to acquire all of the issued and outstanding Kirkland Shares (other than Kirkland Shares held by a Dissenting Shareholder) by way of a statutory plan of arrangement of Kirkland under the Business Corporations Act (Ontario) on the terms and subject to the conditions set out therein (such merger agreement, including the schedules attached thereto, being hereinafter referred to collectively as the “Merger Agreement”);
ARRANGEMENT AGREEMENT YAMANA GOLD INC. - and - AGNICO EAGLE MINES LIMITED - and – OSISKO MINING CORPORATION April 16, 2014Arrangement Agreement • April 25th, 2014 • Agnico Eagle Mines LTD • Gold and silver ores • Ontario
WHEREAS Yamana and Agnico Eagle (collectively, the “Purchaser Parties”) wish to enter into a transaction with Osisko providing for the sale of a part of the business of Osisko to a wholly-owned subsidiary to be incorporated (“New Osisko”) outside of the ordinary course of business of Osisko, the distribution of certain of the proceeds received by Osisko from that sale (including, without limitation, the New Osisko Shares) to Osisko Shareholders, and the acquisition by the Purchaser Parties of all of the Osisko Shares it does not currently own;
MERGER Agreement AGNICO EAGLE MINES LIMITEDMerger Agreement • October 13th, 2021 • Agnico Eagle Mines LTD • Gold and silver ores • Ontario
WHEREAS the Kirkland Board has unanimously determined, after consultation with its financial and legal advisors and reviewing the Kirkland Fairness Opinions and following the receipt and review of a unanimous recommendation from the Kirkland Special Committee, that the acquisition and combination of the business conducted by Kirkland with Agnico to be effected by way of the Plan of Arrangement is in the best interests of Kirkland and that the Consideration to be received by the Kirkland Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Kirkland Shareholders;
ContractSupport and Voting Agreement • October 13th, 2021 • Agnico Eagle Mines LTD • Gold and silver ores • Ontario
The attached form of support and voting agreement has been entered into in connection with the merger agreement dated September 28, 2021 between Agnico Eagle Mines Limited and Kirkland Lake Gold Ltd. (the “Merger Agreement”) by Agnico Eagle Mines Limited and each of the following Kirkland Supporting Shareholders (as defined in the Merger Agreement):
LOCK-UP AGREEMENTLock-Up 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”).
JOINT ACQUISITION AGREEMENTJoint Acquisition Agreement • April 25th, 2014 • Agnico Eagle Mines LTD • Gold and silver ores • Ontario
THIS JOINT ACQUISITION AGREEMENT (this “Agreement”) dated as of April 16, 2014 is made by and between Agnico Eagle Mines Limited (“Agnico”) and Yamana Gold Inc. (“Yamana”, and together with Agnico, the “Investors”).
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.
AGNICO-EAGLE MINES LIMITEDCredit Agreement • March 30th, 2007 • Agnico Eagle Mines LTD • Gold and silver ores
WHEREAS the parties to this Agreement are also parties to an amended and restated credit agreement dated as of March 20, 2003, as further amended by Amendment No. 1 to Amended and Restated Credit Agreement dated October 30, 2003, Amendment No. 2 to Amended and Restated Credit Agreement dated December 31, 2003 and Amendment No. 3 to Amended and Restated Credit Agreement dated January 31, 2004 (the “Original Credit Agreement”), and as further amended and restated by the Second Amended and Restated Credit Agreement dated as of December 23, 2004, as amended by Amendment No. 1 to Second Amended and Restated Credit Agreement dated as of October 17, 2005 (as so amended, the “Existing Credit Agreement”);
AGNICO-EAGLE MINES LIMITED as Borrower - and - THE GUARANTORS FROM TIME TO TIME PARTY TO THIS AGREEMENT as Guarantors - and - THE LENDERS FROM TIME TO TIME PARTY TO THIS AGREEMENT - and - THE BANK OF NOVA SCOTIA as Joint Lead Arranger and...Credit Agreement • March 28th, 2011 • Agnico Eagle Mines LTD • Gold and silver ores • Ontario
RETIREMENT COMPENSATION ARRANGEMENT PLAN FOR EBERHARD SCHERKUSAgreement • June 13th, 2005 • Agnico Eagle Mines LTD • Gold and silver ores • Ontario
AGNICO-EAGLE MINES LIMITED, a company incorporated under the laws of the Province of Ontario and having its head office in the city of Toronto, Ontario,
COMMON SHARES AGNICO-EAGLE MINES LIMITED UNDERWRITING AGREEMENTAgnico Eagle Mines LTD • June 8th, 2006 • Gold and silver ores • Ontario
MERRILL LYNCH CANADA INC. on behalf of the several Underwriters named in Schedule I hereto and the Sub-Underwriter named herein c/o Merrill Lynch Canada Inc. BCE Place 181 Bay Street Toronto, ON M5J 2V8
AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 25th, 2022 • Agnico Eagle Mines LTD • Gold and silver ores • Ontario
This Amendment No. 2 to Third Amended and Restated Credit Agreement (the “Agreement”) is made as of December 22, 2021 between Agnico Eagle Mines Limited (the “Borrower”), the guarantors party hereto, The Bank of Nova Scotia, as Administrative Agent (as defined below), and the Lenders (as defined below) party hereto.
AGNICO-EAGLE MINES LIMITED as Borrower - and - THE GUARANTORS FROM TIME TO TIME PARTY TO THIS AGREEMENT as Guarantors - and - THE LENDERS FROM TIME TO TIME PARTY TO THIS AGREEMENT - and - THE BANK OF NOVA SCOTIA as Joint Lead Arranger, Joint...Agreement • March 26th, 2010 • Agnico Eagle Mines LTD • Gold and silver ores • Ontario
AND WHEREAS the Borrower has requested certain amendments to the credit facilities available under the Existing Credit Agreement, as set forth herein;
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 21st, 2005 • Agnico Eagle Mines LTD • Gold and silver ores • Ontario
This Amendment No. 1 to Second Amended and Restated Credit Agreement (the "Agreement") is made as of the 17th day of October, 2005 between Agnico-Eagle Mines Limited (the "Borrower"), The Bank of Nova Scotia, as co-arranger, administrative agent and technical agent, Société Générale (Canada), as co-arranger and syndication agent, N M Rothschild & Sons Limited, as co-arranger and documentation agent, and the Lenders.
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”).
JOINT FILING AGREEMENTJoint Filing Agreement • February 26th, 2007 • Agnico Eagle Mines LTD • Gold and silver ores
The undersigned acknowledge and agree that the foregoing Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this Statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • March 28th, 2017 • Agnico Eagle Mines LTD • Gold and silver ores • Ontario
This Amendment No. 3 to Credit Agreement (the “Agreement”) is made as of July 31, 2015 with effect as of August 22, 2014, between Agnico Eagle Mines Limited (f/k/a Agnico-Eagle Mines Limited, the “Borrower”), the guarantors party hereto, and The Bank of Nova Scotia (the “Lender”).
and- THE GUARANTORS FROM TIME TO TIME PARTY TO THIS AGREEMENT as Guarantors -and- THE LENDERS FROM TIME TO TIME PARTY TO THIS AGREEMENT -and- THE BANK OF NOVA SCOTIA as Co-Lead Arranger and Administrative Agent -and- SOCIÉTÉ GÉNÉRALE (CANADA BRANCH)...Assignment and Assumption • March 26th, 2010 • Agnico Eagle Mines LTD • Gold and silver ores • Ontario
WHEREAS certain of the parties entered into a credit agreement dated as of January 10, 2008, as amended by amendment no. 1 to credit agreement dated as of September 4, 2008 (the “Existing Credit Agreement”);
AMENDING AGREEMENTAgreement • October 21st, 2011 • Agnico Eagle Mines LTD • Gold and silver ores • Ontario
GRAYD RESOURCE CORPORATION a corporation existing under the laws of British Columbia, (hereinafter referred to as "Grayd")
Re: Voting and Support AgreementArrangement Agreement • November 17th, 2022 • Agnico Eagle Mines LTD • Gold and silver ores • Ontario
The undersigned, ● (the “Holder”), understands that (a) the Acquirors and Yamana Gold Inc. (the “Company”) entered into an arrangement agreement dated as of November 4, 2022 (the “Arrangement Agreement”) contemplating among other things, subject to the terms thereof, the acquisition by Pan American, of all of the issued and outstanding common shares of the Company (“Yamana Shares”) pursuant to a plan of arrangement under the provisions of the Canada Business Corporations Act; (b) the board of directors of the Company has determined that the Arrangement Agreement constitutes a Yamana Superior Proposal as defined under the arrangement agreement between Gold Fields Limited and the Company dated May 31, 2022; and (c) the Activation Time (as defined in the Arrangement Agreement) has occurred.
AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 28th, 2017 • Agnico Eagle Mines LTD • Gold and silver ores • Ontario
This Amendment No. 3 to Second Amended and Restated Credit Agreement (the “Agreement”) is made as of September 30, 2015 between Agnico Eagle Mines Limited (the “Borrower”), the guarantors party hereto, The Bank of Nova Scotia, as Administrative Agent (as defined below), and the Lenders (as defined below) party hereto.
AGNICO-EAGLE MINES LIMITED as Borrower -and- THE GUARANTORS FROM TIME TO TIME PARTY TO THIS AGREEMENT as Guarantors -and- THE LENDERS FROM TIME TO TIME PARTY TO THIS AGREEMENT -and- THE BANK OF NOVA SCOTIA as Co-Lead Arranger and Administrative Agent...Credit Agreement • March 28th, 2008 • Agnico Eagle Mines LTD • Gold and silver ores • Ontario
WHEREAS the Borrower wishes to borrow certain amounts from the Lenders and the Lenders have agreed to lend such amounts to the Borrower, subject to and in accordance with the provisions hereof;
AGNICO-EAGLE MINES LIMITED as Borrower - and — THE GUARANTORS FROM TIME TO TIME PARTY TO THIS AGREEMENT as Guarantors - and - THE BANK OF NOVA SCOTIA as Lender CREDIT AGREEMENT DATED AS OF JUNE 26, 2012 C$150,000,000 UNCOMMITTED LETTER OF CREDIT...Credit Agreement • March 28th, 2013 • Agnico Eagle Mines LTD • Gold and silver ores • Ontario
WHEREAS the parties hereto are entering into this Agreement to provide for the terms of an uncommitted credit facility for the provision of Letters of Credit (as defined below).
Pan American Silver Corp. AND Agnico Eagle MINES limited AND Yamana Gold Inc. ARRANGEMENT AGREEMENT NOVEMBER 4, 2022Arrangement Agreement • November 17th, 2022 • Agnico Eagle Mines LTD • Gold and silver ores • Ontario
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 28th, 2013 • Agnico Eagle Mines LTD • Gold and silver ores • Ontario
This Amendment No. 1 to Second Amended and Restated Credit Agreement (the “Agreement”) is made as of July 20, 2012 between Agnico-Eagle Mines Limited (the “Borrower”), the guarantors party hereto, The Bank of Nova Scotia, as Administrative Agent (as defined below), and the Lenders (as defined below) party hereto.
AMENDING AGREEMENTAmending Agreement • October 20th, 2011 • Agnico Eagle Mines LTD • Gold and silver ores • Ontario
GRAYD RESOURCE CORPORATION a corporation existing under the laws of British Columbia, (hereinafter referred to as "Grayd")
