U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING
- Name of issuer or person filing ("Filer"):
AGNICO-EAGLE MINES LIMITED
- (1) This is [check one]:
original filing for the Filer
amended filing for the Filer
the following box if you are filing the Form F-X in paper in accordance with Regulation S-T
Rule 101(b)(9) o
the filing in conjunction with which this Form being filed:
of registrant: Agnico-Eagle Mines Limited
Form type: Form F-10
File Number (if known): 333-138921
Filed by: Agnico-Eagle Mines Limited
Date Filed (if filed concurrently, so indicate): November 22, 2006, filed
concurrently with Form F-10.
Filer is incorporated or organized under the laws of the laws of Ontario, Canada and has its principal place of business at Suite 500, 145 King Street East, Toronto,
Ontario, Canada M5C 2Y7; Telephone No. (416) 947-1212.
Filer designates and appoints Gerald D. Shepherd, Esq. of Davies Ward Phillips & Vineberg LLP ("Agent") located at 625 Madison Avenue,
12th Floor, New York, New York, U.S.A. 10022, telephone no. (212) 588-5500, as agent of the Filer upon whom may be served any process,
pleadings, subpoenas, or other papers in:
investigation or administrative proceeding conducted by the Commission; and
civil suit or action brought against the Filer or to which the Filer has been joined as defendant or respondent, in any appropriate court in any place subject to the jurisdiction
of any state or of the United States or of any of its territories or possessions or of the District of Columbia, where the investigation, proceeding or cause of action arises out of or related
to or concerns (i) any offering made or purported to be made in connection with the securities registered or qualified by the Filer on Form F-10 on November 22, 2006,
or any purchases or sales of any security in connection therewith; (ii) the securities in relation to which the obligation to file an annual report on Form 40-F arises,
or any purchases or sales of such securities; (iii) any tender offer for the securities of a Canadian issuer with respect to which filings are made by the Filer with the Commission on
Schedule 13E-4F, 14D-1F or 14D-9F; or (iv) the securities in relation to which the Filer acts as trustee pursuant to an exemption under
Rule 10a-5 under the Trust Indenture Act of 1939. The Filer stipulates and agrees that any such civil suit or action or administrative proceeding may be commenced by the
service of process upon, and that service of an administrative subpoena shall be effected by service upon such agent for service of process, and that service as aforesaid shall be taken and held in
all courts and administrative tribunals to be valid and binding as if personal service thereof had been made.
person filing this Form in connection with:
use of Form F-9, F-10, 40-F, or SB-2 or Schedule 13K-4F, 14D-1F or 14D-9F
stipulates and agrees to appoint a successor agent for service of process and file an amended Form F-X if the Filer discharges the Agent or the Agent is unwilling or unable to
accept service on behalf of the Filer at any time until six years have elapsed from the date the issuer of the securities to which such Forms and Schedules relate has ceased reporting under the
use of Form F-8, Form F-80 or Form CB stipulates and agrees to appoint a successor agent for service of process and file an amended
Form F-X if the Filer discharges the Agent or the Agent is unwilling or unable to accept service on behalf of the Filer at any time until six years have elapsed from the effective
date of the latest Amendment to such Form F-8, Form F-80 or Form CB;
status as trustee with respect to securities registered on Form F-7, F-8, F-9, F-10, F-80, or
SB-2 stipulates and agrees to appoint a successor agent for service of process and file an amended Form F-X if the Filer discharges the Agent or the Agent is
unwilling or unable to accept service on behalf of the Filer at any time during which any of the securities subject to the indenture remain outstanding; and
use of Form 1-A or other Commission form for an offering pursuant to Regulation A stipulates and agrees to appoint a successor agent for service
of process and file an amended Form F-X if the Filer discharges the Agent or the Agent is unwilling or unable to accept service on behalf of the Filer at any time until six years
have elapsed from the date of the last sale of securities in reliance upon the Regulation A exemption.
filer further undertakes to advise the Commission promptly of any change to the Agent's name and address during the applicable period by amendment of this Form, referencing the file number of the
relevant form in conjunction with which the amendment is being filed.
person filing this Form, other than a trustee filing in accordance with General Instruction I.(e) of this Form, undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the Forms, Schedules, and
offering statements described in General Instructions I.(a), I.(b), I.(c), I.(d) and I.(f) of this Form, as applicable; the securities to which such Forms, Schedules and offering
statements relate; and the transactions in such securities.
Filer certifies that it has duly caused this power of attorney, consent, stipulation and agreement to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Toronto, Province of Ontario, Country of Canada, this 22nd day of November, 2006.
|AGNICO-EAGLE MINES LIMITED
/s/ DAVID GAROFALO
Name: David Garofalo
Title: Vice-President, Finance and Chief Financial Officer
This statement has been signed by the following person in the capacity and on the date indicated.
Agent in the United States
/s/ GERALD D. SHEPHERD
Gerald D. Shepherd, Esq.
Date: November 22, 2006