| As filed with the Securities and Exchange Commission on June 13, 2024 |
|
Registration No. 333- |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form F-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
AGNICO EAGLE MINES LIMITED
(Exact name of Registrant as specified in its charter)
| Ontario, Canada |
|
Not applicable |
(State or other jurisdiction of incorporation or
organization) |
|
(I.R.S. Employer Identification Number) |
145 King Street East, Suite 400
Toronto, ON, Canada
M5C 2Y7
(416) 947-1212
(Address and telephone number of Registrant’s
principal executive offices)
Davies Ward Phillips & Vineberg LLP
900 Third Avenue
24th Floor
New York, NY U.S.A. 10022
(212) 588-5500
(Name, address and telephone number of agent for
service)
Copies to:
|
Ammar Al-Joundi
Agnico Eagle Mines Limited
145 King Street East, Suite 400
Toronto, ON, Canada
M5C 2Y7
(416) 947-1212 |
|
Patricia Olasker
Davies Ward Phillips & Vineberg LLP
155 Wellington Street West
Toronto, ON, Canada
M5V 3J7
(416) 863-0900 |
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If
the only securities being registered on this Form are to be offered pursuant to dividend or interest reinvestment plans, please
check the following box. x
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, check the following box. x
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ¨
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If
this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ¨
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging
growth company ¨
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided
pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
† The term “new or revised financial
accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification
after April 5, 2012.
AGNICO EAGLE MINES LIMITED
COMMON SHARES
DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN
This prospectus covers 6,000,000 common shares,
without par value (“Common Shares”), of Agnico Eagle Mines Limited (the “Company”, “we” or “us”)
that may be purchased under our dividend reinvestment and share purchase plan (the “Plan”). The Plan provides holders of our
Common Shares with a simple and convenient method of investing cash dividends declared on our Common Shares in additional Common Shares
and, separately, making additional cash purchases of Common Shares.
Under
the Plan, holders of our Common Shares resident in Canada, the United States and elsewhere may opt to have all cash dividends declared
on their Common Shares in the Plan reinvested in additional Common Shares and may make additional cash purchases of Common Shares. Because
all Common Shares issued under the Plan will be issued by the Company, there will be no brokerage commissions or service charges. The
purchase price of the Common Shares acquired through the Plan with reinvested dividends will be 95% of the weighted average purchase
price for a board lot (100 shares) of the Common Shares on the Toronto Stock Exchange (the “TSX”) for a period of 20 trading
days on which at least a board lot was traded immediately preceding a dividend payment date (the “Average Market Price”).
The purchase price of Common Shares purchased with optional cash payments will be 100% of the Average Market Price. As dividends will
be denominated in United States dollars, the Average Market Price will be converted to United States dollars using the indicative daily
exchange rate reported by the Bank of Canada on the dividend payment date. For optional cash payments received in United States dollars,
the Average Market Price will be converted to United States dollars at the indicative daily exchange rate reported by the Bank of Canada
on the dividend payment date. Our Common Shares are listed on both the TSX and the New York Stock Exchange (the “NYSE”) under
the symbol “AEM”. On June 12, 2024, the closing price for our Common Shares on the TSX was C$90.09 and
the closing price for our Common Shares on the NYSE was US$65.64.
We currently pay quarterly dividends on our Common
Shares. The rate at which we pay dividends takes into account all factors that our board of directors considers relevant from the perspective
of the Company, including our available cash flow, financial condition and capital requirements. While we currently expect to pay dividends
on a quarterly basis, any decision to declare dividends is at the discretion of our board.
We cannot estimate anticipated proceeds from the
further sale of Common Shares under the Plan, which will depend on the market price of the Common Shares, the extent of shareholder participation
in the Plan and other factors. We will not pay underwriting commissions in connection with the Plan.
The Plan was initially effective for dividends
declared after June 30, 1999, and was amended on July 27, 2011, July 25, 2012, August 20, 2013 and September 29,
2020.
Investing in our Common Shares involves risks.
See “Risk Factors” and “Forward-Looking Statements” on pages 4 and 5 of this prospectus for
a discussion of certain factors relevant to an investment in our Common Shares.
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
When used in this prospectus, the terms "including",
"includes" and "such as" mean including, includes and such as, in each case, without limitation.
The date of this prospectus is June 13, 2024.
TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the information
requirements of the U.S. Securities Exchange Act of 1934 (the “Exchange Act”) and, accordingly, we file reports with and furnish
other information to the Securities and Exchange Commission (the “SEC”). Under a multijurisdictional disclosure system adopted
by the United States, such reports and other information may be prepared in accordance with the disclosure requirements of Canada, which
requirements are different from those of the United States. For example, the Company is exempt from the rules under Section 14
of the Exchange Act prescribing the furnishing and content of proxy statements, and the Company’s officers, directors and principal
shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.
The
SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that
file electronically with the SEC. The SEC’s Electronic Data Gathering and Retrieval (“EDGAR”) system at www.sec.gov
contains reports and other information about us and all public documents that we file electronically with the SEC. Our Internet address
is www.agnicoeagle.com. The information contained on our website (or any other website
referred to herein) is not part of this prospectus.
We are also a reporting issuer
in each of the provinces and territories of Canada and are required to file through the Canadian Securities Administrators’ System
for Electronic Document Analysis and Retrieval (“SEDAR+”), the Canadian equivalent of the SEC’s EDGAR system, at www.sedarplus.ca,
periodic reports, including audited annual financial statements and unaudited quarterly financial statements, material change reports
and management proxy circulars and related materials for annual and special meetings of our shareholders. In addition, substantially all
of the disclosure materials that we file with the SEC are also available on SEDAR+.
We have filed with the SEC
under the U.S. Securities Act of 1933, as amended (the “Securities Act”), a registration statement on Form F-3 relating
to our dividend reinvestment and share purchase plan of which this prospectus is a part. This prospectus does not contain all of the information
set forth in such registration statement, and you should refer to the registration statement and its exhibits to read that information.
For further information about us and our Common Shares, you are encouraged to refer to the registration statement and to the exhibits
filed with it. Statements contained in this prospectus as to the provisions of documents filed as exhibits are not necessarily complete,
and in each instance reference is made to the copy so filed that is included as an exhibit to the registration statement, and each such
statement in this prospectus is qualified in all respects by such reference.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to “incorporate
by reference” into this prospectus certain documents that we file with or furnish to the SEC. This means that we can disclose important
information to you by referring to those documents. The information incorporated by reference is considered to be an important part of
this prospectus, and later information that we file with the SEC will automatically update and supersede that information. References
to this prospectus, unless otherwise stated, include the documents incorporated by reference herein. The following documents, which we
have filed with or furnished to the SEC are specifically incorporated by reference into this prospectus:
All subsequent annual reports
on Form 40-F filed by us pursuant to the Exchange Act prior to the termination of this offering will be incorporated by reference
into this prospectus as of the date of the filing of such annual reports. In addition, we may incorporate by reference into this prospectus
subsequent reports on Form 6-K that we furnish to the SEC prior to the termination of this offering to the extent we expressly provide
therein.
Any statement contained in
a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent
that a statement contained herein or therein or in any other later filed document that also is incorporated by reference in this prospectus
modifies or supersedes such statement. Any such statement so modified shall not be deemed, except as so modified, to constitute a part
of this prospectus. Any such statement so superseded shall be deemed not to constitute a part of this prospectus.
You may obtain, without charge,
upon written or oral request, a copy of any of the documents incorporated by reference herein, except for the exhibits to such documents
unless delivery of the exhibits is specifically requested. Requests should be directed to our principal executive offices, Attention:
Investor Relations, 145 King Street East, Suite 400, Toronto, Ontario, Canada M5C 2Y7, Telephone Number: 416-947-1212. Additionally,
copies of such documents may be accessed through the “Investor Relations – Financial Information – Investor Centre”
section of our website at www.agnicoeagle.com.
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES
IN THE UNITED STATES
We are incorporated under
the laws of the Province of Ontario, Canada. The majority of the Company’s directors and officers and the experts named in this
prospectus and the documents incorporated by reference herein 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. We have appointed an agent for service of process in the United
States, but it may be difficult for holders of Common Shares who reside in the United States to effect service within the United
States upon those directors, officers and experts who are not residents of the United States. As a result, it may be difficult for
shareholders to initiate a lawsuit within the United States against these non-United States residents, or to enforce judgments in the
United States against the Company or these persons that are obtained in a United States court. 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 the civil liability
provisions of U.S. federal securities laws. It may also be difficult for shareholders who reside in the U.S. to realize in the U.S. upon
judgments of courts of the U.S. predicated upon the Company's civil liability and the civil liability of the Company's directors and officers
and experts under U.S. federal securities laws.
RISK FACTORS
Before you decide to participate
in the Plan and invest in our Common Shares, you should be aware of the following material risks in making such an investment. You should
consider carefully these risk factors together with all risk factors and information included or incorporated by reference in this prospectus,
including the risk factors set forth in our 2023 Annual Report, before you decide to participate in the Plan and purchase Common Shares.
In addition, you should consult your own financial and legal advisors before making an investment.
Risks Related to Our Common Shares
Holders of Common Shares are
entitled to receive dividends if, as and when declared by our board of directors out of funds legally available for such payments. Our
board of directors may determine at any time to decrease or discontinue the payment of dividends by the Company. The Business Corporations
Act (Ontario) provides that a corporation may not declare or pay a dividend if there are reasonable grounds for believing that the
corporation is, or would be after the payment of the dividend, unable to pay its liabilities as they become due or the realizable value
of its assets would thereby be less than the aggregate of its liabilities and stated capital of all classes of shares of its capital.
Risks Related to the Plan
You will not know the price
of the Common Shares you are purchasing under the Plan at the time you authorize the investment or elect to have your dividends reinvested.
The price of our Common Shares
may fluctuate between the time you decide to purchase Common Shares under the Plan and the time of actual purchase. In addition, during
this time period, you may become aware of additional information that might affect your investment decision, but you may be unable to
revoke your instructions once they are given.
Under the Plan, we reserve
the right to amend, suspend or terminate the Plan at any time. We will send written notice to participants of any material amendment,
suspension or termination. Any amendment of the Plan which materially affects the rights of participants in the Plan will be subject to
the prior approval of the TSX. If the Plan is terminated, the plan agent will remit to participants certificates registered in their name
for whole Common Shares, together with the proceeds from the sale of any fractions of Common Shares. If the Plan is suspended, subsequent
dividends on Common Shares will be paid in cash and optional cash payments that have not been used to acquire Common Shares as of the
effective date of the suspension will be repaid to the Plan participant.
FORWARD-LOOKING STATEMENTS
This prospectus and the documents
incorporated by reference herein contain “forward-looking statements” within the meaning of the United States Private Securities
Litigation Reform Act of 1995. 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 “aim", "anticipate",
"believe", "budget", "can", "could", "estimate", "expect", "forecast",
"future", "intend", "likely", "may", "might", "plan", "possible",
"potential”, “project”, “schedule”, “should”, “target”, “will”,
“would” or other variations of these terms or similar words. Forward-looking statements in this prospectus and in the documents
incorporated by reference herein include statements regarding:
| · | the Company's outlook for 2024 and future periods,
including estimates of or anticipated metal production, ore grades, ore tonnage, recovery rates, project timelines, drilling results,
life of mine, total cash costs per ounce, all-in sustaining costs per ounce, minesite costs per tonne, other expenses and cash flows; |
| · | statements regarding future earnings and the
sensitivity of earnings to gold and other metal prices; |
| · | anticipated levels or trends for prices of gold
and by-product metals mined by the Company or for exchange rates between currencies in which capital is raised, revenue is generated or
expenses are incurred by the Company; |
| · | estimates of future capital expenditures, exploration
expenditures, development expenditures and other cash needs, and expectations as to the funding thereof; |
| · | estimated timing and conclusions of studies,
analyses and evaluations undertaken by the Company or others; |
| · | statements regarding the projected exploration,
development and exploitation of ore deposits, including estimates of the timing of such exploration, development and production or decisions
with respect thereto; |
| · | estimates of mineral reserves and mineral resources
and their sensitivities to gold prices and other factors, ore grades and mineral recoveries and statements regarding anticipated future
exploration results; |
| · | anticipated timing of events at the Company’s
mines, mine development projects and exploration projects; |
| · | methods by which ore will be extracted or processed; |
| · | estimates of future costs and other liabilities
for environmental remediation; |
| · | statements concerning life of mine estimates,
expansion projects, recovery rates, mill throughput, optimization and projected exploration, including costs and other estimates upon
which such projections are based; |
| · | statements regarding the Company's ability to
obtain the necessary permits and authorizations in connection with its proposed or current exploration, development and mining operations
and the anticipated timing thereof; |
| · | statements regarding the sufficiency of the Company's
cash resources; |
| · | statements regarding anticipated legislation
and regulations, including with respect to climate change, and estimates of their impact thereof on the Company; |
| · | other anticipated trends with respect to the
Company’s capital resources and results of operations; and |
| · | statements regarding the impact of pandemics
and other health emergencies, and measures taken to reduce the spread of such pandemics and other health emergencies on the Company’s
future operations and business. |
Forward-looking
statements are necessarily based upon a number of factors and assumptions that, while considered reasonable by the Company as of the date
of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The material
factors and assumptions used in the preparation of the forward-looking statements in this prospectus and in the documents incorporated
by reference herein are based, and which may prove to be incorrect, include the assumptions set out in this prospectus and in the documents
incorporated by reference herein, as well as: that there are no significant disruptions affecting the Company's operations, whether due
to labour disruptions, supply disruptions, damage to equipment, natural or man-made occurrences, pandemics or other health emergencies,
mining or milling issues, political changes, title issues, community protests, including by First Nations groups, or otherwise; that permitting,
development, expansion and the ramp up of operations at each of the Company's mines, mine development projects and exploration projects
proceed on a basis consistent with expectations and that the Company does not change its exploration or development plans relating to
such projects; that the exchange rates between the Canadian dollar, Australian dollar, Euro, Mexican peso and the U.S. dollar will be
approximately consistent with the Company's expectations; that prices for gold, silver, zinc and copper will be consistent with the Company's
expectations; that prices for key mining and construction supplies, including labour costs, remain consistent with the Company's expectations;
that production meets expectations; that the Company's current estimates of mineral reserves, mineral resources, mineral grades and mineral
recoveries are accurate; that there are no material delays in the timing for completion of development projects; that seismic activity
at the Company's operations at LaRonde, Goldex and other properties is as expected by the Company; that the Company's current plans to
optimize production are successful; that there are no material variations in the current tax and regulatory environments that materially
affect the Company; that governments, the Company or others do not take measures in response to pandemics or other health emergencies,
or otherwise that, individually or in the aggregate, materially affect the Company's ability to operate its business; that measures
taken in connection with pandemics do not affect productivity; that measures taken relating to, or other effects of, pandemics do not
affect the Company's ability to obtain necessary supplies and deliver them to its minesites.
The forward-looking statements
herein reflect the Company’s views as at the date hereof and involve known and unknown risks, uncertainties, assumptions 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 out under “Risk Factors” in the 2023 Annual Report. 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.
CERTAIN MEASURES OF PERFORMANCE
This
prospectus and the documents incorporated by reference herein disclose certain measures, including "adjusted net income", "adjusted
net income per share", "earnings before interest, taxes, depreciation and amortization ("EBITDA")", "adjusted
EBITDA", “free cash flow”, “free cash flow before changes in working capital”, "total cash costs per
ounce" (on both a by-product and co-product basis), "minesite costs per tonne", "all-in sustaining costs per ounce"
(also referred to as "AISC per ounce") (on both a by-product and co-product basis), "operating margin", "sustaining
capital expenditures" and "development capital expenditures" that are not standardized measures under International
Financial Reporting Standards (“IFRS”). These measures may not be comparable to similar measures reported by other gold producers.
For a reconciliation of these measures to the most directly comparable financial information presented in the applicable financial statements
prepared in accordance with IFRS, see Non-GAAP Financial Performance Measures in the applicable document.
Adjusted net income and adjusted
net income per share are calculated by adjusting the net income as recorded in the condensed interim consolidated statements of income
for the effects of certain items that the Company believes are not reflective of the Company's underlying performance for the reporting
period. Adjusted net income is calculated by adjusting net income for items such as foreign currency translation gains or losses, realized
and unrealized gains or losses on derivative financial instruments, revaluation gains, impairment loss charges and reversals, environmental
remediation, severance and transaction costs related to acquisitions, purchase price allocations to inventory, gains or losses on the
disposals of assets and income and mining taxes adjustments. Adjusted net income per share is calculated by dividing adjusted net income
by the number of shares outstanding on a basic and diluted basis. The Company believes that these generally accepted industry measures
are useful in that they allow for the evaluation of the results of continuing operations and in making comparisons between periods. Adjusted
net income and adjusted net income per share are intended to provide investors with information about the Company's continuing income
generating capabilities from its core mining business, excluding the above adjustments, which the Company believes are not reflective
of operational performance. Management uses this measure to, and believes it is helpful to investors so they can, understand and monitor
for the operating performance of the Company in conjunction with other data prepared in accordance with IFRS.
EBITDA is calculated by adjusting
the net income as recorded in the condensed interim consolidated statements of income for finance costs, amortization of property, plant
and mine development and income and mining tax expense line items as reported in the condensed interim consolidated statements of income.
Adjusted EBITDA removes the effects of certain items that the Company believes are not reflective of the Company's underlying performance
for the reporting period. Adjusted EBITDA is calculated by adjusting the EBITDA calculation for items such as foreign currency translation
gains or losses, realized and unrealized gains or losses on derivative financial instruments, revaluation gains, impairment loss charges
and reversals, environmental remediation, severance and transaction costs related to acquisitions, purchase price allocations to inventory
and gains or losses on the disposals of assets. The Company believes that these generally accepted industry measures are useful in that
they allow for the evaluation of the cash generating capability of the Company to fund its working capital, capital expenditure and debt
repayments. EBITDA and Adjusted EBITDA are intended to provide investors with information about the Company's continuing cash generating
capability from its core mining business, excluding the above adjustments, which management believes are not reflective of operational
performance. Management uses these measures to, and believes it is helpful to investors so they can, understand and monitor for the cash
generating capability of the Company in conjunction with other data prepared in accordance with IFRS.
Free cash flow is calculated
by deducting additions to property, plant and mine development from the cash provided by operating activities line item as recorded in
the condensed interim consolidated statements of cash flows. Free cash flow before changes in non-cash components of working capital is
calculated by excluding items such as the effect of changes in non-cash components of working capital from free cash flow, which includes
trade receivables, income taxes, inventory, other current assets, accounts payable and accrued liabilities and interest payable. The Company
believes that these generally accepted industry measures are useful in that they allow for the evaluation of the Company’s ability
to repay creditors and return cash to shareholders without relying on external sources of funding. Free cash flow and free cash flow before
changes in non-cash components of working capital also provide investors with information about the Company’s financial position
and its ability to generate cash to fund operational and capital requirements as well as return cash to shareholders. Management uses
these measures in conjunction with other data prepared in accordance with IFRS to, and believes it is helpful to investors so they can,
understand and monitor the cash generating ability of the Company.
Total cash costs per ounce
of gold produced (also referred to as “total cash costs per ounce”) is reported on both a by-product basis (deducting by-product
metal revenues from production costs) and co-product basis (without deducting by-product metal revenues). Total cash costs per ounce of
gold produced on a by-product basis is calculated by adjusting production costs as recorded in the consolidated statements of (loss) income
for by-product revenues, inventory production costs, the impact of purchase price allocation in connection with mergers and acquisitions
on inventory accounting, realized gains and losses on hedges of production costs, operational care and maintenance costs due to COVID-19
and other adjustments, which include the costs associated with a 5% in-kind royalty paid in respect of certain portions of the Canadian
Malartic complex, a 2% in-kind royalty paid in respect of the Detour Lake mine, a 1.5% in-kind royalty paid in respect of the Macassa
mine, as well as smelting, refining and marketing charges and then dividing by the number of ounces of gold produced. Given the nature
of the fair value adjustment on inventory related to mergers and acquisitions and the use of the total cash costs per ounce measures to
reflect the cash generating capabilities of the Company’s operations, the calculations of total cash costs per ounce for the Detour
Lake, Macassa and Fosterville mines have been adjusted for this purchase price allocation in the comparative period data and for the Canadian
Malartic complex in year ended December 31, 2023. Investors should note that total cash costs per ounce are not reflective of all
cash expenditures, as they do not include income tax payments, interest costs or dividend payments. Total cash costs per ounce of gold
produced on a co-product basis is calculated in the same manner as the total cash costs per ounce of gold produced on a by-product basis,
except that no adjustment is made for by-product metal revenues. Accordingly, the calculation of total cash costs per ounce of gold produced
on a co-product basis does not reflect a reduction in production costs or smelting, refining and marketing charges associated with the
production and sale of by-product metals.
Total cash costs per ounce
is calculated on a per ounce of gold produced basis and is reported on both a by-product basis (deducting by-product metal revenues from
production costs) and co-product basis (without deducting by-product metal revenues). Total cash costs per ounce on a by-product basis
is calculated by adjusting production costs as recorded in the condensed interim consolidated statements of income for by-product revenues,
inventory production costs, the impact of purchase price allocation in connection with mergers and acquisitions on inventory accounting,
realized gains and losses on hedges of production costs, operational care and maintenance costs due to COVID-19 and other adjustments,
which include the costs associated with a 5% in-kind royalty paid in respect of certain portions of the Canadian Malartic complex, a 2%
in-kind royalty paid in respect of the Detour Lake mine, a 1.5% in-kind royalty paid in respect of the Macassa mine, as well as smelting,
refining and marketing charges and then dividing by the number of ounces of gold produced. Given the nature of the fair value adjustment
on inventory related to mergers and acquisitions and the use of the total cash costs per ounce measures to reflect the cash generating
capabilities of the Company's operations. Investors should note that total cash costs per ounce are not reflective of all cash expenditures,
as they do not include income tax payments, interest costs or dividend payments. Total cash costs per ounce on a co-product basis is calculated
in the same manner as the total cash costs per ounce on a by-product basis, except that no adjustment is made for by-product metal revenues.
Accordingly, the calculation of total cash costs per ounce on a co-product basis does not reflect a reduction in production costs or smelting,
refining and marketing charges associated with the production and sale of by-product metals. Total cash costs per ounce is intended to
provide investors information about the cash-generating capabilities of the Company's mining operations. Management also uses these measures
to, and believes they are helpful to investors so investors can, understand and monitor the performance of the Company's mining operations.
The Company believes that total cash costs per ounce is useful to help investors understand the costs associated with producing gold and
the economics of gold mining. As market prices for gold are quoted on a per ounce basis, using the total cash costs per ounce on a by-product
basis measure allows management and investors to assess a mine's cash-generating capabilities at various gold prices. Management is aware,
and investors should note, that these per ounce measures of performance can be affected by fluctuations in exchange rates and, in the
case of total cash costs per ounce on a by-product basis, by-product metal prices. Management compensates for these inherent limitations
by using, and investors should also consider using, these measures in conjunction with data prepared in accordance with IFRS and minesite
costs per tonne as these measures are not necessarily indicative of operating costs or cash flow measures prepared in accordance with
IFRS. Management also performs sensitivity analyses in order to quantify the effects of fluctuating metal prices and exchange rates.
The Company’s primary
business is gold production and the focus of its current operations and future development is on maximizing returns from gold production,
with other metal production being incidental to the gold production process. Accordingly, all metals other than gold are considered by-products.
In this prospectus, unless
otherwise indicated, total cash costs per ounce of gold produced is reported on a by-product basis. Total cash costs per ounce of gold
produced is reported on a by-product basis because (i) the majority of the Company’s revenues are from gold, (ii) the
Company mines ore, which contains gold, silver, zinc, copper and other metals, (iii) it is not possible to specifically assign all
costs to revenues from the gold, silver, zinc, copper and other metals the Company produces, (iv) it is a method used by management
and the Board to monitor operations, and (v) many other gold producers disclose similar measures on a by-product rather than a co-product
basis.
Minesite costs per tonne are
calculated by adjusting production costs as recorded in the consolidated statements of (loss) income for inventory production costs, operational
care and maintenance costs due to COVID-19 and other adjustments, and then dividing by tonnage of ore processed. As the total cash costs
per ounce of gold produced can be affected by fluctuations in by – product metal prices and foreign exchange rates, management believes
that minesite costs per tonne is useful to investors in providing additional information regarding the performance of mining operations,
eliminating the impact 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, and investors should note, that this
per tonne measure of performance can be affected by fluctuations in processing levels. This inherent limitation may be partially mitigated
by using this measure in conjunction with production costs and other data prepared in accordance with IFRS.
All-in sustaining costs per
ounce of gold produced (also referred to as “all-in sustaining costs per ounce” or “AISC per ounce”) on a by-product
basis is calculated as the aggregate of total cash costs on a by-product basis, sustaining capital expenditures (including capitalized
exploration), general and administrative expenses (including stock options), lease payments related to sustaining assets and reclamation
expenses, and then dividing by the number of ounces of gold produced. These additional costs reflect the additional expenditures that
are required to be made to maintain current production levels. AISC per ounce on a co-product basis is calculated in the same manner as
AISC per ounce on a by-product basis, except that the total cash costs on a co-product basis are used, meaning no adjustment has been
made for by-product metal revenues. Investors should note that AISC per ounce is not reflective of all cash expenditures as it does not
include income tax payments, interest costs or dividend payments, nor does it include non-cash expenditures, such as depreciation and
amortization. In this prospectus, unless otherwise indicated, all-in sustaining costs per ounce of gold produced is reported on a byproduct
basis.
Management believes that AISC
per ounce is helpful to investors as it reflects total sustaining expenditures of producing and selling an ounce of gold while maintaining
current operations and, as such, provides helpful information about operating performance. Management is aware, and investors should note,
that these per ounce measures of performance can be affected by fluctuations in foreign exchange rates and, in the case of AISC per ounce
on a by-product basis, by-product metal prices. Management compensates for these inherent limitations by using, and investors should also
consider using, these measures in conjunction with data prepared in accordance with IFRS and minesite costs per tonne, as AISC per ounce
is not necessarily indicative of operating costs or cash flow measures prepared in accordance with IFRS.
The Company follows the guidance
on calculation of AISC per ounce released by the World Gold Council (“WGC”) in 2018. The WGC is a non-regulatory market development
organization for the gold industry that has worked closely with its member companies to develop guidance in respect of relevant non-GAAP
measures. Notwithstanding the Company’s adoption of the WGC’s guidance, AISC per ounce of gold produced reported by the Company
may not be comparable to data reported by other gold mining companies.
Operating margin is calculated
by deducting production costs from revenue from mining operations. In order to reconcile operating margin to net income as recorded in
the consolidated financial statements, the Company adds the following items to the operating margin: income and mining taxes expense;
other expenses (income); care and maintenance expenses; foreign currency translation (gain) loss; environmental remediation costs; gain
(loss) on derivative financial instruments; finance costs; general and administrative expenses; amortization of property, plant and mine
development; exploration and corporate development expenses; revaluation gain and impairment losses (reversals). The Company believes
that operating margin is a useful measure to investors as it reflects the operating performance of its individual mines associated with
the ongoing production and sale of gold and by-product metals without allocating Company-wide overhead, such as exploration and corporate
development expenses, amortization of property, plant and mine development, general and administrative expenses, finance costs, gain and
losses on derivative financial instruments, environmental remediation costs, foreign currency translation gains and losses, other expenses
and income and mining tax expenses. Management uses this measure internally to plan and forecast future operating results. Management
believes this measure is helpful to investors as it provides them with additional information about the Company’s underlying operating
results, though it should be evaluated in conjunction with other data prepared in accordance with IFRS.
Capital expenditures are classified
into sustaining capital expenditures and development capital expenditures. Sustaining capital expenditures are expenditures incurred during
the production phase to sustain and maintain existing assets so they can achieve constant expected levels of production from which the
Company will derive economic benefits. Sustaining capital expenditures include expenditure for assets to retain their existing productive
capacity as well as to enhance performance and reliability of the operations. Development capital expenditures represent the spending
at new projects and/or expenditures at existing operations that are undertaken with the intention to increase production levels or mine
life above the current plans. Management uses these measures in the capital allocation process and to assess the effectiveness of its
investments. Management believes these measures are useful so investors can assess the purpose and effectiveness of the capital expenditures
split between sustaining and development in each reporting period. The classification between sustaining and development capital expenditures
does not have a standardized definition in accordance with IFRS and other companies may classify expenditures in a different manner.
This prospectus also contains
information as to estimated future total cash costs per ounce, AISC per ounce and minesite costs per tonne. The estimates are based upon
the total cash costs per ounce, AISC per ounce and minesite costs per tonne that the Company expects to incur to mine gold at its mines
and projects and, consistent with the reconciliation of these actual costs referred to above, 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-GAAP financial measures to the most comparable IFRS measure.
Payable production (a non-GAAP
non-financial performance measure) is the quantity of mineral produced during a period contained in products that have been or will be
sold by the Company, whether such products are sold during the period or held as inventories at the end of the period.
ESTIMATES OF MINERAL RESERVES AND MINERAL RESOURCES
The mineral reserve and mineral
resource estimates contained in this prospectus have been prepared in accordance with the Canadian Securities Administrators’ National
Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”).
The SEC’s disclosure
requirements and policies for mining properties were amended in 2019 to more closely align with current industry and global regulatory
practices and standards, including NI 43-101. However, Canadian issuers that report in the United States using the multi-jurisdictional
disclosure system of the Exchange Act (the “MJDS”), such as the Company, may still use NI 43-101 rather than the SEC’s
disclosure requirements when using the SEC’s MJDS registration statement and annual report forms. Accordingly, mineral reserve and
mineral resource information contained or incorporated by reference herein may not be comparable to similar information disclosed by U.S.
companies.
Investors are cautioned that
while the SEC recognizes “measured mineral resources”, “indicated mineral resources” and “inferred mineral
resources”, investors should not assume that any part or all of the mineral deposits in these categories will ever be converted
into a higher category of mineral resources or into mineral reserves. These terms have a great amount of uncertainty as to their economic
and legal feasibility. Accordingly, investors are cautioned not to assume that any “measured mineral resources”, “indicated
mineral resources”, or “inferred mineral resources” that the Company reports herein are or will be economically or legally
mineable.
Further, “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 regulations, estimates
of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in limited circumstances. Investors
are cautioned not to assume that any part or all of an inferred mineral resource exists, or is or will ever be economically or legally
mineable.
The mineral reserve and mineral
resource data contained or incorporated by reference 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 by-product metals contained in mineral reserves in its calculation of contained ounces and mineral reserves are not reported as a
subset of mineral resources.
For definitions of the terms
used in this section, see the 2023 Annual Report.
THE COMPANY
The Company is a Canadian
based and led senior gold mining company, and the third largest gold producer in the world, producing precious metals from operations
in Canada, Australia, Finland and Mexico. It has a pipeline of exploration and development projects in these countries as well as in the
United States. The Company is a partner of choice within the mining industry, recognized globally for its leading environmental, social
and governance practices. The Company was founded in 1957 and has consistently created value for its shareholders, declaring a cash dividend
every year since 1983.
The Company earns a significant
proportion of its revenue and cash flow from the production and sale of gold in both doré bar and concentrate form. The remainder
of revenue and cash flow is generated by the production and sale of by-product metals, primarily silver, copper and zinc.
Our principal executive offices
are located at 145 King Street East, Suite 400, Toronto, Ontario, Canada M5C 2Y7, and our telephone number is (416) 947-1212.
Our Common Shares are listed
on both the TSX and the NYSE under the symbol “AEM”.
USE OF PROCEEDS
We have no basis for estimating
precisely either the number of Common Shares that may be sold under the Plan or the prices at which such shares may be sold. The amount
of the proceeds that we receive will depend upon the Average Market Price of the Common Shares, the extent of shareholder participation
in the Plan and other factors. We intend to use any proceeds from the sale of Common Shares under the Plan for general corporate purposes.
THE DIVIDEND REINVESTMENT AND SHARE PURCHASE
PLAN
WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is
to provide holders of our Common Shares with a simple and convenient method of investing cash dividends declared on our Common Shares
in additional Common Shares and to make additional optional cash purchases of Common Shares. Shareholders resident in jurisdictions other
than Canada or the United States may participate in the Plan, subject to any restrictions under the laws of their jurisdiction of residence.
We currently pay quarterly
dividends on our Common Shares. The rate at which we pay dividends takes into account all factors that our board of directors considers
relevant from the perspective of our Company, including our available cash flow, financial condition and capital requirements. While we
currently expect to pay dividends on a quarterly basis, the decision to declare dividends is at the discretion of our board.
We have retained Computershare
Trust Company of Canada (“Computershare” or the “Agent”) to act as agent for the participants in the Plan.
WHAT ARE SOME OF THE ADVANTAGES AND DISADVANTAGES OF THE PLAN?
Before deciding whether to
participate in the Plan, you should consider the following advantages and disadvantages of the Plan, together with the other information
about us and the Plan contained in this prospectus and incorporated by reference to other documents we have filed with or furnished to
the SEC.
Advantages
| · | The Plan provides participants with the opportunity
to automatically invest the cash dividends, if any, paid on the Common Shares they hold. |
| · | Common Shares purchased with cash dividends will
be acquired at 95% of the weighted average of the trading prices for a board lot (100 shares) on the TSX for a period of 20 trading days
on which a board lot was traded immediately preceding each dividend payment date (the “Average Market Price”). As dividends
will be denominated in United States dollars, the Average Market Price will be converted to United States dollars using the indicative
daily exchange rate reported by the Bank of Canada on the dividend payment date. |
| · | The Plan allows participants to make optional
cash purchases of additional Common Shares. |
| · | Dividends and optional cash purchases can be
fully invested in additional Common Shares because the Plan permits fractional shares to be credited to your account. Dividends on fractional
shares will be reinvested in additional Common Shares. |
| · | Because all Common Shares sold under the Plan
will be issued by us, participants will not pay any brokerage commissions in connection with their purchase of Common Shares. |
| · | We will pay all of the administrative costs associated
with the Plan. |
Disadvantages
| · | Participants will not know the actual number
of Common Shares they have acquired through the Plan until after cash dividends and any optional cash payments are invested. |
| · | Because the purchase price for Common Shares
provided under the Plan will be dependent on the Average Market Price of the Common Shares immediately preceding each dividend payment
date, the prices participants pay for Common Shares, particularly with optional cash payments, may be higher than the price at which Common
Shares could have been purchased in the open market on dividend payment dates. |
| · | No interest will be paid by us or by Computershare
on dividends or optional cash payments held by Computershare pending investment. |
| · | Participants may not sell or otherwise transfer
Common Shares acquired under the Plan until such shares are withdrawn from the Plan. |
| · | Due to the manner in which dividends are treated
under applicable tax laws, participants in the Plan may be required to make payments to taxing authorities in connection with their annual
tax obligations, potentially without having received cash dividends from the Company. |
Shareholders considering participating
in the Plan should carefully consider the matters noted under “Risk Factors” and “Forward-Looking Statements”
prior to enrolling in the Plan.
WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
The Plan is available to our
shareholders who hold at least one whole Common Share and who reside in Canada or the United States or who reside elsewhere, unless prohibited
by the laws of the country in which they reside. Registered shareholders (which means shareholders who hold Common Shares in their own
name) may enroll directly in the Plan. Beneficial shareholders (which means shareholders who hold their Common Shares through a broker,
investment dealer, financial institution or other nominee) may also be able to participate in the Plan through their nominees but should
contact their broker, investment dealer, financial institution or other nominee to determine the procedure for participation in the Plan.
We cannot require or control an intermediary’s determination as to whether to participate in the Plan or any procedures adopted
by any intermediary with respect to the Plan.
HOW DO I ENROLL IN THE PLAN IF MY COMMON SHARES ARE REGISTERED IN
MY NAME?
If
your Common Shares are registered in your name, you may participate in the Plan immediately by choosing to reinvest the cash dividends,
if any, less applicable Canadian withholding tax, paid on the Common Shares that you hold. See “What are my dividend reinvestment
options?” below for details regarding the different elections you can make under the Plan. You can enroll online through Computershare’s
self-service web portal, Investor Centre, at www.investorcentre.com or by completing
a Reinvestment Enrollment—Participant Declaration Form and returning it to Computershare within the applicable deadlines described
below. To obtain an enrollment package, contact Computershare at 1-800-564-6253 if you are in the United States or Canada or access
the Form online at www.investorcentre.com. Additionally you may access an enrollment form at any time through the “Investor
Relations – Stock Information – Dividends” section of our website at www.agnicoeagle.com.
HOW DO I PARTICIPATE IN THE PLAN IF I AM A BENEFICIAL SHAREHOLDER?
If you are a beneficial owner
whose Common Shares are held through a broker, investment dealer, financial intermediary or nominee and are therefore registered in a
name other than your own, such as CDS Clearing and Depository Services Inc. (“CDS”) or The Depository Trust Company (“DTC”),
you may participate in the Plan by (i) having those Common Shares transferred into your name directly and then enrolling such Common
Shares in the Plan as a registered holder or (ii) make appropriate arrangements with the broker, investment dealer, financial institution
or other nominee who holds your Common Shares to enroll in the Plan on your behalf. CDS and DTC as a participant will in turn enroll with
the Agent for the applicable dividend record date.
If you are a beneficial owner
of Common Shares and wish to enroll in the Plan through a CDS participant or a DTC participant in respect of your Common Shares registered
through CDS or DTC, appropriate instructions must be received by CDS or DTC, as applicable, from the CDS participant or DTC participant
no later than such deadline as may be established by CDS or DTC from time to time, in order for the instructions to take effect on the
dividend payment date to which that dividend record date relates.
Instructions received by CDS
or DTC after their internal deadline will not take effect until the next following dividend payment date. CDS participants and DTC participants
holding Common Shares on behalf of beneficial owners of Common Shares registered through CDS or DTC must arrange for CDS or DTC, as applicable,
to enroll such Common Shares in the Plan on behalf of such beneficial owners in respect of each dividend payment date.
If you are a beneficial owner
of Common Shares, you should contact your broker, investment dealer, financial institution or other nominee who holds your Common Shares
to provide instructions regarding your participation in the Plan and to inquire about any applicable deadlines that the nominee may impose
or be subject to and to confirm the fees, if any, the nominee may charge to enroll your Common Shares in the Plan on your behalf or whether
the nominee’s policies might result in any costs otherwise becoming payable by you.
ONCE ENROLLED, HOW DO I REMAIN IN THE PLAN?
Once you have enrolled in
the Plan, you will automatically remain enrolled until you discontinue participation, until we terminate the Plan or if you change your
residence to a country where residents of your new country are not eligible to participate in the Plan (see “May the Plan
be Amended, Suspended or Terminated?”).
CDS or DTC, as applicable,
will provide instructions to Computershare regarding the extent of its participation in the Plan, on behalf of beneficial owners of Common
Shares, in respect of every dividend payment date on which cash dividends otherwise payable to CDS or DTC, as applicable, as shareholder
of record, are to be reinvested under the Plan.
Any Common Shares acquired
outside of the Plan that are not registered in exactly the same name or manner as Common Shares enrolled in the Plan will not be automatically
enrolled in the Plan. If you purchase additional Common Shares outside the Plan and wish to have all Common Shares you own enrolled in
the Plan, you are advised to contact Computershare or the broker, investment dealer, financial institution or other nominee in whose name
your Common Shares are held to ensure that those additional Common Shares also get enrolled.
WHAT ARE MY DIVIDEND REINVESTMENT OPTIONS?
You will not be entitled to
direct reinvestment of less than 100% of all cash dividends on your Common Shares that participate in the Plan, and you will continue
to receive cash dividends, if and when declared, on any of your Common Shares that do not participate in the Plan. You may change your
dividend reinvestment election by contacting Computershare. See ”Who should I contact with questions about the Plan?”
for contact details. In order for any changes in your dividend reinvestment election to take effect for the next dividend payment, if
any, you must notify Computershare in writing at least five business days before the record date for the next dividend.
WHEN WILL MY DIVIDEND REINVESTMENT BEGIN?
The reinvestment of any cash
dividends will begin with the first cash dividend that we pay following your enrollment, but only if Computershare receives a Reinvestment
Enrollment—Participant Declaration Form at least five business days before the record date for that dividend. You can also
enroll online through Computershare’s self-service web portal, Investor Centre, at www.investorcentre.com. If Computershare
receives your Reinvestment Enrollment—Participant Declaration Form, the reinvestment of any cash dividends paid on your Common Shares,
or any changes thereto, will begin with the next dividend, if any, provided that you are still a shareholder on the record date for the
next dividend.
ARE THERE LIMITATIONS ON PARTICIPATION IN THE PLAN?
You may not transfer the right
to participate in the Plan to another person.
Subject to applicable law
and regulatory policy, we reserve the right to determine, from time to time, a minimum number of Common Shares that a participant must
hold in order to be eligible to participate in, or continue to participate in, the Plan. Without limitation, we further reserve the right
to refuse participation in the Plan to, or terminate the participation of, any person who, in our sole opinion, is participating in the
Plan primarily with a view to arbitrage trading, whose participation in the Plan is part of a scheme to avoid applicable legal requirements
or engage in unlawful behavior or who has been artificially accumulating our securities, for the purpose of taking undue advantage of
the Plan to our detriment. We may also deny the right to participate in the Plan to any person or terminate the participation of any participant
in the Plan if we deem it advisable under any laws or regulations. See “How can I make additional cash purchases of Common Shares?”
for information concerning the minimum amount per investment and the maximum annual investment that may be made through additional cash
purchases under the Plan.
WHEN DOES COMPUTERSHARE REINVEST DIVIDENDS AND PURCHASE COMMON SHARES?
Dividend Reinvestment
The reinvestment of dividends
to purchase Common Shares will occur on each date that we pay a dividend.
Optional Additional Cash Investments
Common
Shares will be purchased with optional cash payments on each dividend payment date provided that such cash payments are received
by Computershare at least five business days, but not more than 30 calendar days, prior to the applicable dividend payment date. Optional
cash payments received by Computershare on or after this date or more than 30 days prior to a dividend payment date will be remitted to
you. Payments in currencies other than Canadian or U.S. dollars will not be accepted.
HOW DOES COMPUTERSHARE PURCHASE THE COMMON SHARES?
Dividend Reinvestment
Computershare will use reinvested
cash dividend payments to purchase Common Shares under the Plan for your account directly from us. Your account will then be credited
with the number of Common Shares, including fractional shares, equal to (i) the total amount of cash dividends to be reinvested on
your behalf, less any applicable withholding tax, divided by (ii) the price per Common Share calculated pursuant to the method described
below under “At what price will Common Shares be purchased under the Plan?”
The total amount to be reinvested
in Common Shares on your behalf will depend on the amount of the cash dividend, if any, paid on the number of Common Shares you hold and
have designated for reinvestment under the Plan.
Dividends to be reinvested
in Common Shares pursuant to the Plan will be denominated in U.S. dollars for all participants in the Plan.
Optional Cash Investments
On each dividend payment date,
Computershare will use your optional cash payment, if any, to purchase Common Shares under the Plan for your account directly from us.
Your account will then be credited with the number of Common Shares, including fractional shares, equal to (i) the amount of your
optional cash payment divided by (ii) the price per Common Share calculated pursuant to the method described below under “At
what price will Common Shares be purchased under the Plan”.
WILL MY OPTIONAL CASH PAYMENTS BE USED TO PURCHASE SHARES IF WE
DO NOT PAY A DIVIDEND?
Computershare will use optional
cash payments to purchase Common Shares only on a dividend payment date. If our board of directors has not declared a dividend, and therefore
no dividends will be reinvested pursuant to the Plan, Computershare will not purchase additional Common Shares using optional cash payments
received and will remit the funds to participants by check to each participant’s address of record.
HOW CAN I MAKE ADDITIONAL CASH PURCHASES OF COMMON SHARES?
Optional Cash Investments
The
Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the regulations made thereunder (collectively, the
“Act”) require that the Agent collect and record specific information and take other compliance measures on new or existing
Plan participants who elect to make an optional cash investment under the Plan. In order to acquire Common Shares for additional optional
cash investment, all Plan participants must have passed the requisite requirements under the Act, which are contained in each of the
Reinvestment Enrollment – Participant Declaration Form and the Optional Cash Purchase (OCP) – Participant Declaration
Form available online at www.investorcentre.com. Optional cash payments may be made when enrolling in the Plan by enclosing a check
in the minimum amount of US$500 or the equivalent in Canadian dollars made payable to Computershare or, where applicable, to your broker,
investment dealer, financial institution or other nominee, with a completed Reinvestment Enrollment – Participant Declaration Form or
Optional Cash Purchase (OCP)-Participant Declaration Form. Thereafter, participants may make the optional cash payments by check by using
the Combined Pre-Authorized Debit (PAD) Agreement/Optional Cash Purchase Voucher sent to participants with their respective statements
or by enrolling for the pre-authorized debit (PAD) service using the Agent’s web portal at www.investorcentre.com.
Your total optional cash investment in any one calendar year may not exceed US$20,000 or the Canadian dollar equivalent. Optional cash
purchases by all participants in any fiscal year may not exceed two (2%) percent of our Common Shares outstanding at the beginning of
the fiscal year. If necessary, available Common Shares will be allocated by Computershare on a pro rata basis to avoid exceeding
this limit. Interest will not be paid on amounts held pending investment, and you may cancel an optional cash payment by notifying Computershare
in writing at least ten business days before the applicable dividend payment date.
There is no obligation to
make any optional cash payments under the Plan or to invest the same amount of cash with each optional cash payment.
Checks
Checks for optional cash investments
by registered shareholders should be made payable to “Computershare Trust Company of Canada”. Please include a completed Optional
Cash Purchase (OCP)-Participant Declaration Form or an Optional Cash Purchase — Contribution Voucher form, which is attached
to each statement that you receive. Beneficial owners seeking to make optional cash investments should obtain instructions for doing so
from the nominee holding their shares.
Pre-Authorized Debit
Participants
with a bank account held with a Canadian financial institution and which have already been coded compliant with the Act, are eligible
to participate in the pre-authorized debit (“PAD”) service for the operational cash purchase option of the Plan. Eligible
participants may participate in a one-time and/or recurring PAD by submitting a PAD request through the Computershare’s web portal
at www.investorcentre.com. Computershare must receive the PAD request no later than 10 business days prior to the dividend
payment date for which you wish to apply such debit, otherwise such debit will be applied on the next dividend payment date.
If you authorize a one-time
debit, your bank account will be debited within five to ten business days from the time your request is received. Your monies will be
applied to purchase Common Shares on the next available dividend payment date after the funds have been withdrawn from your account. Interest
will not be paid on amounts held pending investment. If you authorize a quarterly recurring automatic debit, then your account will be
debited on the 6th of March, June, September and December. If the 6th is not a business day, then the debit shall occur on the next
business day.
To
modify or cancel a recurring PAD service, you must notify Computershare in writing or online through the Computershare’s web portal
at www.investorcentre.com. It may take up to 10 business days from the date Computershare receives your instructions for
the modification or cancellation to take effect.
AT WHAT PRICE WILL COMMON SHARES BE PURCHASED UNDER THE PLAN?
The purchase price of the
Common Shares acquired with cash dividends will be equal to 95% of the Average Market Price. The purchase price of Common Shares acquired
with optional cash investments will be 100% of the Average Market Price. As dividends will be denominated in United States dollars, the
Average Market Price will be converted to United States dollars using the indicative daily exchange rate reported by the Bank of Canada
on the dividend payment date. For optional cash payments received in United States dollars, the Average Market Price will be converted
to United States dollars at the indicative daily exchange rate reported by the Bank of Canada on the dividend payment date.
WHAT ARE THE FEES ASSOCIATED WITH PARTICIPATION IN THE PLAN?
Participants in the Plan
will not be charged any brokerage commission or other fees in connection with the purchase of Common Shares under the Plan, and we will
pay all costs of administering the Plan. Participants will be responsible for any brokerage commission or other fees incurred in connection
with any requested sales of their Common Shares held in the Plan upon their termination of participation in the Plan. See “How
do I terminate my participation in the Plan?” You should obtain a copy of such charges from Computershare before requesting
the sale of any of your Common Shares held in the Plan.
If you are a beneficial owner
of Common Shares, you should contact your broker, investment dealer, financial institution or other nominee who holds your Common Shares
to confirm the fees, if any, the nominee may charge to enroll your Common Shares in the Plan on your behalf or whether the nominee’s
policies might result in any costs otherwise becoming payable by you.
WHAT HAPPENS IF I OWN FRACTIONAL COMMON SHARES UNDER THE PLAN?
Computershare will credit
your account with fractions of Common Shares, computed to six decimal places, and with dividends in respect of such fractional shares
to allow full investment of eligible funds.
WHO IS THE PLAN ADMINISTRATOR?
Computershare, as agent for
Plan participants, will administer the Plan. Its responsibilities include:
| · | receiving eligible funds; |
| · | purchasing and holding the Common Shares accumulated under the Plan; |
| · | reporting regularly to the participants; and |
| · | other duties specified by the Plan. |
Common Shares purchased under
the Plan will be registered in the name of each participant and will be held by Computershare in the accounts of participants. We will
pay certain administrative fees and expenses of Computershare as may, from time to time, be agreed upon by Computershare and us.
WHAT KIND OF REPORTS WILL I RECEIVE AS A PLAN PARTICIPANT?
Computershare will maintain
a separate account for each participant in the Plan, which will be credited with the number of Common Shares purchased for the participant
on each dividend payment date. You will receive from Computershare a detailed statement of your account following each dividend payment.
This statement will set out the record date, the dividend payment date, the amount of cash dividend paid on your Common Shares, the amount
of any applicable withholding tax, the number of Common Shares purchased through the Plan with respect to such dividend, the purchase
price per Common Share, any optional cash payments you made and the updated total number of Common Shares being held by Computershare
for your account.
If you are not a registered
shareholder and participate in the Plan through arrangements made for you by your broker, investment dealer, financial institution or
other nominee, you may or may not be provided with reports with respect to your participation in the Plan. You should contact your nominee
regarding obtaining information on your account with the Plan.
HOW DO I SELL COMMON SHARES THAT I PURCHASED THROUGH THE PLAN?
You may not sell, transfer,
pledge or otherwise dispose of any Common Shares held in the Plan. If you are a registered holder of Common Shares and you wish to sell
or otherwise transfer or dispose of any of your Common Shares held in the Plan, you must withdraw the shares from the Plan by completing
the withdrawal portion of the voucher located on the reverse of your statement of account and delivering it to Computershare. Computershare
will issue, in your name, a share certificate representing the Common Shares you wish to sell. Any dividends declared and paid on Common
Shares withdrawn from the Plan will be paid only in cash. Beneficial owners should contact their nominees for instructions on how to sell
their Common Shares.
HOW DO I TERMINATE MY PARTICIPATION IN THE PLAN?
If
you are a registered holder of Common Shares, you may terminate your participation in the Plan at any time by following the instructions
at Computershare’s Investor Centre web portal, at www.investorcentre.com or by completing the termination portion
of the voucher located on the reverse of your statement of account and delivering it to Computershare. Beneficial owners must make arrangements
to terminate their participation in the Plan through their nominees.
Computershare
must receive your notice of termination at least five business days before the record date for the applicable dividend. If Computershare
receives your termination request after this date, the termination and settlement of your account will not occur until after the dividend
payment date. When a registered holder terminates participation in the Plan, a certificate for the number of whole Common Shares credited
to its account under the Plan will be issued, and a cash payment will be made for any fraction of a Common Share based upon, in
the case of a payment in Canadian dollars, the prevailing market price at the time of the trade on the TSX, and, in the case of a payment
in United States dollars, the prevailing market price at the time of the trade on the NYSE. Thereafter, cash dividends on any Common Shares
that a registered holder continues to hold will be paid to it and will not be reinvested.
Your
participation in the Plan will terminate upon receipt by Computershare of written notice of your death. A certificate for the number of
whole Common Shares credited to your account will be issued in your name or the name of your estate and forwarded, together with a cash
payment for any fractional share based upon, in the case of a payment in Canadian dollars, the prevailing market price at the time
of the trade on the TSX, and, in the case of a payment in United States dollars, the prevailing market price at the time of the trade
on the NYSE, to your personal representative.
Upon terminating participation
in the Plan, you may request that all Common Shares held for your account be sold by completing the termination portion of the voucher
located on the reverse of your statement of account, and delivering it to the Agent. Your shares will be sold through a registered dealer
or stockbroker designated by Computershare as soon as practicable following receipt by Computershare of your instructions to sell your
Common Shares. Such instructions may be delivered to the Agent via the Agent’s web portal at www.investorcentre.com. The proceeds
of the sale, less brokerage commissions, transfer taxes (if any) and withholding taxes (if any) will be paid to you. Your Common Shares
may be commingled with the Common Shares to be sold for other participants in the Plan, in which case the proceeds to each participant
will be based upon the average sale price of all the commingled Common Shares. Computershare will purchase fractional shares at a price
determined in the same manner as in the case of whole Common Shares sold for you and remit the proceeds to you.
All payments of cash under
the Plan will be made in either Canadian or U.S. dollars. Unless a participant requests otherwise in writing, Computershare will make
payments in Canadian dollars where the participant has a Canadian mailing address and in U.S. dollars where the participant has a non-Canadian
mailing address, in each case as such address in shown on its records.
WILL I RECEIVE SHARE CERTIFICATES FOR PLAN COMMON SHARES?
Generally, all Common Shares
purchased pursuant to the Plan will be held in book-entry form and will be credited to your individual Plan account held by Computershare.
For participants in the Plan holding Common Shares through CDS or DTC participants, such shares will be registered in the name of CDS
(or its nominee) or DTC (or its nominee) as applicable, and held for the benefit of the participants of those depositaries.
A participant may, at any
time upon written request to the Agent, have share certificates issued and registered in the participant’s name for any number of
whole Common Shares owned by such participant under the Plan without terminating participation in the Plan. Otherwise, share certificates
will not be issued to participants for Common Shares in accounts under the Plan. No certificate for a fraction of a Common Share will
be issued.
Accounts under the Plan are
maintained in the names in which the Common Shares of the participants were registered at the time they enrolled in the Plan. Consequently,
certificates for Common Shares will be registered in exactly the same manner when issued.
WILL I BE ABLE TO VOTE PLAN COMMON SHARES?
Plan participants who are
registered shareholders may vote whole Common Shares held by Computershare under the Plan on their behalf in the same manner as any other
of our Common Shares, either by proxy or in person. Computershare will forward to such participants, as soon as practicable following
receipt, any proxy solicitation materials. Beneficial shareholders who participate in the Plan should contact their broker, investment
dealer, financial institution or other nominee to determine the procedures for voting the Common Shares they have enrolled in the Plan.
WHAT HAPPENS IF THERE IS A RIGHTS OFFERING?
If we have a rights offering
pursuant to which holders of our Common Shares may subscribe for additional Common Shares or other securities, participants in the Plan
may participate in the rights offering with respect to whole Common Shares held in the Plan on the same basis as other shareholders. Rights
attributable to fractional shares held for participants under the Plan will be accumulated and then sold by Computershare and the cash
proceeds distributed to the Plan participants.
WHAT HAPPENS IF THERE IS A STOCK SPLIT OR STOCK DIVIDEND?
Common Shares distributed
pursuant to a stock dividend or a stock split on Common Shares held by Computershare for participants under the Plan will be retained
by Computershare and credited by Computershare proportionately to the accounts of the participants in the Plan.
WHAT LIABILITY DO THE COMPANY AND COMPUTERSHARE HAVE UNDER THE PLAN?
The Plan provides that neither
we nor Computershare will be liable to Plan participants in administering the Plan for any act done in good faith or for any good faith
omission to act in connection with the Plan, including, but not limited to, any claims of liability relating to:
| · | the failure to terminate your Plan account upon
your death prior to receiving written notice of your death; or |
| · | the prices at which Common Shares are purchased
on your behalf under the Plan, or the times when purchases of Common Shares are made under the Plan. |
Neither we, Computershare
nor any other agent under the Plan will have any duties, responsibilities or liabilities to Plan participants other than those expressly
set forth in the Plan or as imposed by applicable law. Because Computershare has assumed all responsibility for administering the Plan,
we specifically disclaim any responsibility for any actions or inactions of Computershare or any agent under the Plan in connection with
the administration of the Plan. Neither we nor any of our current or former directors, officers, employees or shareholders will have any
personal liability under the Plan.
Both we and Computershare
will have the right to reject any request regarding enrollment, withdrawal or termination from the Plan if such request is not received
in proper form. Any such request will be deemed to be invalid until any irregularities have been resolved to our satisfaction and/or Computershare’s
satisfaction. As neither we nor Computershare are under any obligation to provide notice of invalid requests, you are advised to confirm
whether your enrollment has been made.
MAY THE PLAN BE AMENDED, SUSPENDED OR TERMINATED?
We reserve the right to amend,
suspend or terminate the Plan at any time, but such actions will have no retroactive effect that would prejudice your interests. Any amendment
of the Plan that materially affects the rights of the participants will be subject to the prior approval of the TSX. We will notify participants
in writing of any material amendment, suspension or termination of the Plan. Generally, no notice will be given to participants regarding
any amendments to the Plan intended to cure, correct or rectify any ambiguities, defective or inconsistent provisions, errors, mistakes
or omissions. If we terminate the Plan, Computershare will remit to registered holders, as soon as possible, certificates for whole Common
Shares held in their account and cash payments from the sale of any fraction of a Common Share. If we suspend the Plan, Computershare
will make no investment on the dividend payment date immediately following the effective date for such suspension. Any dividends subject
to the Plan paid after the effective date of such suspension will be remitted by Computershare to the participants to whom these are due
until the first dividend payment date following our reinstatement of the Plan at which time reinvestment of dividends will recommence.
HOW WILL NOTICES TO PARTICIPANTS IN THE PLAN BE ADDRESSED?
All notices from Computershare
to participants will be addressed to registered holders at their last known address on Computershare’s register. Beneficial shareholders
will receive notices through their broker or other nominee.
WHO SHOULD I CONTACT WITH QUESTIONS ABOUT THE PLAN?
All questions regarding the
Plan as well as all notices, requests, elections or instructions under the Plan required or permitted to be given to Computershare should
be in writing and signed and should be sent to the following address:
COMPUTERSHARE TRUST COMPANY OF CANADA
100 University
Avenue, 8th Floor, North Tower
Toronto, Ontario M5J 2Y1
Tel: (800)
564-6253 (in Canada and the United States)
Website
URL: www.computershare.com/service
WHO INTERPRETS THE PLAN?
We reserve the right to interpret
and regulate the Plan as we deem necessary or desirable and any such interpretation or regulation will be final.
Unless the context requires
otherwise, words importing the singular number only shall include the plural and vice versa, words importing the masculine gender shall
include feminine and neuter genders and vice versa and words importing persons shall include individuals, partnerships, associations,
trusts, unincorporated organizations and corporations.
MATERIAL INCOME TAX CONSIDERATIONS RELATING
TO THE PLAN
THE FOLLOWING SUMMARY OF TAX CONSEQUENCES IS
OF A GENERAL NATURE ONLY AND IS NOT INTENDED TO BE LEGAL OR TAX ADVICE TO ANY PARTICULAR PARTICIPANT. IT IS THE RESPONSIBILITY OF PARTICIPANTS
IN THE PLAN TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN IN THEIR RESPECTIVE COUNTRY
OF RESIDENCE IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES.
CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
The following summary describes
the principal Canadian federal income tax consequences generally applicable to a participant in the Plan who acquires, as beneficial owner,
Common Shares pursuant to the Plan. It is assumed for the purposes of this summary that the participant deals at arm’s length with
the Company.
This summary is based on the
current provisions of the Income Tax Act (Canada) (the "Tax Act"), the regulations thereunder (the “Regulations”),
all specific proposals to amend the Tax Act or the Regulations publicly announced by the Minister of Finance (Canada) prior to the date
hereof and the current published administrative practices of the Canada Revenue Agency (the “CRA”). No assurance can be made
that the tax proposals will be enacted in the form proposed or at all. This summary does not otherwise take into account or anticipate
any changes in law, whether by legislative, regulatory, administrative or judicial decision or action, nor does it take into account provincial,
territorial or foreign income tax legislation or considerations, which may differ significantly from the Canadian federal income tax considerations
described. This summary is not exhaustive of all possible Canadian federal income tax consequences that may affect a participant in the
Plan.
This summary is of a general
nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular participant, and no representation
with respect to the Canadian federal income tax consequences to any particular participant is made. Consequently, prospective participants
are advised to consult their own tax advisors with respect to their particular circumstances. This summary does not address any tax considerations
applicable to persons other than participants in the Plan and such persons should consult their own tax advisors regarding the consequences
of acquiring, holding and disposing of Common Shares under the Tax Act and any jurisdiction in which they may be subject to tax.
Foreign Exchange
For the purposes of the Tax
Act, all amounts expressed in a currency other than Canadian dollars relating to the acquisition, holding or disposition of a Common Share,
including dividends, adjusted cost base and proceeds of disposition, must be determined in Canadian dollars using the rate of exchange
quoted by the Bank of Canada for the day the amount first arose or such other rate of exchange as is acceptable to the CRA.
Residents of Canada
The following summary is generally
applicable to a participant who, at all relevant times for purposes of the Tax Act (a) is, or is deemed to be, resident in Canada,
(b) holds their Common Shares, and will hold all Common Shares acquired under the Plan, as capital property, and (c) is not
affiliated with the Company (a "Resident Participant"). Generally, Common Shares are considered to be capital property to a
Resident Participant unless they are held in the course of carrying on a business or as part of an adventure or concern in the nature
of trade. Certain Resident Participants whose Common Shares do not otherwise qualify as capital property may, in certain circumstances,
make an irrevocable election in accordance with subsection 39(4) of the Tax Act to have their Common Shares and every other “Canadian
security” (as defined in the Tax Act) owned by such participant in the taxation year of the election and in all subsequent taxation
years deemed to be capital property. Resident Participants are advised to consult their own tax advisors to determine whether such an
election is available and desirable in their particular circumstances.
This summary is not applicable
to a Resident Participant: (i) that is a “financial institution” for the purposes of the “mark-to-market”
rules contained in the Tax Act; (ii) that is a “specified financial institution”; (iii) an interest in which
would be a “tax shelter investment”; (iv) that has elected to report its Canadian tax results in a currency other than
the Canadian currency; (v) that enters into a "derivative forward agreement" in respect of Common Shares; or (vi) that
is a corporation and is, or becomes as part of a transaction or event or series of transactions or events that include the acquisition
of Common Shares, controlled by a non-resident corporation and in respect of which a subsidiary of the Company is, or would at any time
be, a "foreign affiliate", as all of those terms are defined in the Tax Act. Any such Resident Participant should consult its
own tax advisor with respect to an investment in Common Shares.
Dividends
Subject to the potential application
of subsection 55(2) of the Tax Act, a Resident Participant will be subject to tax under the Tax Act on all dividends paid on Common
Shares (including where such shares are held of record by the Agent for the account of the participant pursuant to the Plan) which are
reinvested in Common Shares under the Plan (as well as on any dividends deemed under the Tax Act to be received on Common Shares) in the
same manner as the participant would have been if such dividends had been received directly by the participant. Such dividends paid to
(or deemed to be received by) a Resident Participant who is an individual (including most trusts) will be subject to the gross-up and
dividend tax credit rules in the Tax Act normally applicable to dividends received from taxable Canadian corporations, including
the enhanced gross-up and dividend tax credit in respect of dividends designated by the Company as “eligible dividends.” There
may be limitations on the ability of the Company to designate dividends as “eligible dividends.”
A Resident Participant that
is a corporation will include such dividends in computing its income and generally will be entitled to deduct the amount of such dividends
in computing its taxable income. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received
or deemed to be received by a participant that is a corporation as proceeds of disposition or a capital gain. Resident Participants that
are corporations should consult their own tax advisors having regard to their own circumstances.
A Resident Participant that
is a “private corporation” or “subject corporation” (as such terms are defined in the Tax Act) may be liable under
Part IV of the Tax Act to pay a refundable tax on dividends received or deemed to be received on the Common Shares to the extent
that such dividends are deductible in computing the participant’s taxable income.
Dividends received by a Resident
Participant who is an individual (including certain trusts) may result in such participant being liable for alternative minimum tax under
the Tax Act. Resident Participants who are individuals should consult their own advisors in this regard.
The cost for tax purposes
to a participant of Common Shares purchased on the reinvestment of dividends or with optional cash payments made by the Resident Participant
to the Agent will be the Canadian dollar equivalent of the price paid by the Agent for the Common Shares. The cost of such Common Shares
will be averaged with the adjusted cost base of all other Common Shares held by the participant at the time such Common Shares are acquired
for purposes of subsequently computing the adjusted cost base of each such Common Share owned by the participant.
Dispositions
On a disposition or deemed
disposition of a Common Share (including by the Agent on behalf of the participant), the Resident Participant will realize a capital gain
(or capital loss) equal to the amount by which the participant’s proceeds of disposition, net of any reasonable costs of disposition,
are greater than (or less than) the participant’s adjusted cost base of the Common Share. Proceeds of disposition will not include
an amount that is otherwise required to be included in the Resident Participant's income. The payment of cash in respect of any fraction
of a Common Share on termination of participation in the Plan will constitute a disposition of such fraction of a Common Share for proceeds
of disposition equal to the cash payment.
Generally, one-half of any
capital gain (a taxable capital gain) realized by a Resident Participant in a taxation year must be included in computing the participant’s
income for the year, and one-half of any capital loss (an allowable capital loss) realized by a Resident Participant in a taxation year
must be deducted from taxable capital gains realized by the participant in that year. Allowable capital losses for a taxation year in
excess of taxable capital gains for that year generally may be carried back and deducted in any of the three preceding taxation years
or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years, to the extent
and under the circumstances described in the Tax Act.
On June 10, 2024, the
Minister of Finance released draft legislation to implement the main features of the proposal in Canada’s 2024 federal budget to
generally increase the proportion of a capital gain that would be included in income, or the proportion of a capital loss that would constitute
an allowable capital loss, as discussed above, from one-half to 66 2/3%, effective for dispositions on or after June 25, 2024 (the
“Capital Gains Proposal”). The Capital Gains Proposal provides that the one-half proportion would continue to apply to resident
individuals (other than trusts) with respect to up to $250,000 of capital gains (net of capital losses) per year, and also provides for
adjustments of carried forward or carried back allowable capital losses to account for changes in the relevant inclusion rates. However,
the draft legislation to implement the Capital Gains Proposal is complex and incomplete and subject to potential changes. Unitholders
that realize capital gains in connection with their Common Shares should consult their own tax advisors in this regard.
Taxable capital gains realized
by a Resident Participant who is an individual (including certain trusts) may give rise to liability for alternative minimum tax depending
on the participant's circumstances. A Resident Participant that is a “Canadian-controlled private corporation” (as defined
in the Tax Act) or a “substantive CCPC” as defined in the legislative tax proposals may be liable to pay an additional refundable
tax on certain investment income, including taxable capital gains.
Under specific rules in
the Tax Act, any capital loss realized by a Resident Participant that is a corporation on the disposition of a Common Share may be reduced
by the amount of certain dividends which were received or were deemed to have been received on such Common Share (or on a share for which
such Common Share has been substituted). Similar rules may apply to a partnership or trust of which a corporation, trust or partnership
is a member or beneficiary. Resident Participants should consult their own tax advisors for specific advice regarding the application
of the relevant “stop-loss” provisions in the Tax Act.
Non-Residents of Canada
The following summary is generally
applicable to a participant under the Plan who, at all relevant times for purposes of the Tax Act and any applicable tax treaty or convention
(a) is not, and is not deemed to be, resident in Canada, and (b) does not use or hold, and is not deemed to use or hold, Common
Shares in the course of carrying on a business in Canada (a "Non-Resident Participant"). Special rules which are not discussed
in this summary may apply to a non-resident participant that is an insurer which carries on an insurance business in Canada and elsewhere.
Dividends
Dividends paid or credited
(or deemed to be paid or credited) on Common Shares to a Non-Resident Participant (including where such shares are held of record by the
Agent for the account of the Non-Resident Participant pursuant to the Plan) are generally subject to Canadian withholding tax, whether
or not such dividends are reinvested under the terms of the Plan. Under the Tax Act, the rate of withholding tax is 25% of the gross amount
of such dividends, which rate may be subject to reduction under the provisions of an applicable tax treaty or convention. Under the Canada-United
States Income Tax Convention (the “U.S. Treaty”), a participant who is resident in the United States for the purposes of the
U.S. Treaty and who is entitled to the benefits of such treaty will generally be subject to Canadian withholding tax at a rate of 15%
of the amount of such dividends. In addition, under the U.S. Treaty, dividends may be exempt from Canadian withholding tax if paid to
certain Non-Resident Participants that are qualifying religious, scientific, literary, educational or charitable tax-exempt organizations,
or are qualifying trusts, companies, organizations or other arrangements operated exclusively to administer or provide pension, retirement
or employee benefits which are exempt from tax in the U.S., and that have complied with specific administrative procedures. Dividends
to be reinvested in Common Shares under the Plan for Non-Resident Participants will be reduced by the amount of any applicable Canadian
withholding tax.
Dispositions
A Non-Resident Participant
will not be subject to tax under the Tax Act on any capital gain realized on a disposition (or deemed disposition) of a Common Share unless
the Common Share constitutes “taxable Canadian property” at the time of the disposition and the Non-Resident Participant is
not entitled to relief under an applicable income tax treaty or convention between Canada and the country in which the Non-Resident Participant
is resident.
Generally, Common Shares will
not be taxable Canadian property to a Non-Resident Participant at a particular time provided that the Common Shares are listed on a designated
stock exchange (such as the TSX or the NYSE) at that time, unless at any time during the 60-month period that ends at that time: (i) one
or any combination of (a) the Non-Resident Participant, (b) persons with whom the Non-Resident Participant does not deal at
arm's length and (c) partnerships in which the Non-Resident Participant or a person described in (b) holds a membership interest
(directly or indirectly through one or more partnerships), own 25% or more of the issued shares of any class or series of the Company,
and (ii) more than 50% of the fair market value of the Common Shares was derived directly or indirectly from any combination of:
(a) real or immovable property situated in Canada, (b) ”timber resource property” (within the meaning of the Tax
Act), (c) ”Canadian resource property” (within the meaning of the Tax Act), or (d) options in respect of, or interests
in, or for civil law rights in, any of the foregoing, whether or not the property exists. Notwithstanding the foregoing, in certain circumstances
set out in the Tax Act, a Common Share could be deemed to be taxable Canadian property.
Even if a Common Share is
considered to be taxable Canadian property of a Non-Resident Participant at the time of its disposition, a capital gain realized on its
disposition may nevertheless be exempt from tax under the Tax Act pursuant to the terms of an applicable income tax treaty or convention.
Under the U.S. Treaty, a capital
gain realized on the disposition of a Common Share by a Non-Resident Participant who is entitled to the benefits of such treaty generally
will be exempt from tax under the Tax Act except where the Common Share at the time of disposition derives its value principally from
real property situated in Canada including rights in respect of Canadian resource property.
Generally, if a Common
Share constitutes taxable Canadian property to a Non-Resident Participant at the time of its disposition and any capital gain
realized by the participant on the disposition is not exempt from tax under the Tax Act by virtue of an applicable income tax treaty
or convention, the participant will be required to include one-half of the amount of the capital gain in its "taxable income
earned in Canada" for the year of disposition as a taxable capital gain. Subject to and in accordance with the provisions of
the Tax Act, one-half of any capital loss realized by a Non-Resident Participant in a taxation year from the disposition of taxable
Canadian property may be deducted as an allowable capital loss from any taxable capital gains realized by the participant in the
year from the disposition of taxable Canadian property. However, as described above under “Residents –
Dispositions,” draft legislative proposals would generally increase the proportion of a capital gain to be included in income,
or of a capital loss that would constitute an allowable capital loss, from one-half to 66 2/3%, effective for dispositions on or
after June 25, 2024. If allowable capital losses for a year exceed taxable capital gains from the disposition of taxable
Canadian property, the excess may be carried back and deducted in any of the three preceding taxation years or carried forward and
deducted in any subsequent taxation year from net taxable capital gains realized in such years from the disposition of taxable
Canadian property to the extent and in the circumstances prescribed by the Tax Act (as it may be amended by the legislative tax
proposals). Non-Resident Participants who dispose of taxable Canadian property are required to file a Canadian income tax return for
the year of disposition, including where any resulting capital gain is not subject to tax under the Tax Act by virtue of an
applicable income tax treaty or convention.
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following summary describes
certain material United States federal income tax considerations generally applicable to participants in the Plan. The summary is based
upon the Internal Revenue Code of 1986, as amended (the “Code”), existing and proposed regulations promulgated thereunder,
and judicial decisions and administrative interpretations, as in effect on the date hereof, all of which are subject to change, possibly
with retroactive effect. These United States federal income tax considerations apply only to a person or entity who, for United States
federal income tax purposes, is: a citizen or resident of the United States; a corporation or other entity organized under the laws of
the United States or of any political subdivision thereof; an estate whose income is subject to United States federal income taxation
regardless of its source; or a trust (i) if a United States court can exercise primary jurisdiction over the trust’s administration
and one or more United States persons have the authority to control all substantial decisions of the trust, or (ii) that has elected
to be treated as a United States person under applicable regulations issued by the U.S. Department of Treasury pursuant to its authority
under the Code.
This summary does not address
the United States federal income tax consequences for participants that are subject to special provisions under the Code, including the
following participants: (i) participants that are tax-exempt organizations, qualified retirement plans, individual retirement accounts,
or other tax-deferred accounts; (ii) participants that are financial institutions, insurance companies, real estate investment trusts,
or regulated investment companies or that are broker-dealers, dealers, or traders in securities or currencies that elect to apply a mark-to-market
accounting method; (iii) participants that have a “functional currency” other than the United States dollar; (iv) participants
that are liable for the alternative minimum tax under the Code; (v) participants that own Common Shares as part of a straddle, hedging
transaction, conversion transaction, constructive sale, or other arrangement involving more than one position; (vi) participants
that hold the Common Shares other than as a capital asset within the meaning of Section 1221 of the Code; (vii) participants
that own, directly or indirectly, 5% or more, by voting power or value, of the Company; (viii) S corporations, partnerships or other
entities classified as partnerships for U.S. federal income tax purposes; (ix) investors in pass-through entities; and (x) certain
former citizens or residents of the United States. Participants that are subject to special provisions under the Code, including participants
described immediately above, should consult their own tax advisors regarding the tax consequences of reinvesting cash dividends in additional
Common Shares under the Plan. This summary addresses considerations only for participants that beneficially acquire and own their Common
Shares and that are not pass-through entities for US federal income tax purposes. This summary does not include any discussion of tax
consequences to participants in the Plan other than United States federal income tax consequences. Participants are urged to consult their
own tax advisors regarding any United States estate and gift, United States state and local, and foreign tax consequences of participating
in the Plan.
Partners of entities that
are classified as partnerships for United States federal income tax purposes and participate in the Plan should consult their own tax
advisors regarding the United States federal income tax consequences of reinvesting cash dividends in additional Common Shares or making
optional cash purchases under the Plan.
Subject to the “passive
foreign investment company” (“PFIC”) discussion below, the gross amount of any distribution (including any Canadian
taxes withheld therefrom) paid on Common Shares generally should be included in the gross income of a participant as foreign source dividend
income to the extent such distribution is paid out of current or accumulated earnings and profits of the Company, as determined under
United States federal income tax principles. To the extent that the amount of any distribution exceeds the Company’s current and
accumulated earnings and profits for a taxable year, the distribution is treated as a tax-free return of capital to the extent of the
participant’s adjusted tax basis in the Common Shares. Then, to the extent that such distribution exceeds the participant’s
adjusted tax basis, it is treated as a sale or exchange and taxed as a capital gain. However, the Company may not maintain calculations
of its earnings and profits in accordance with United States federal income tax principles. Therefore, each participant should assume
that any distribution will be reported as a dividend. Subject to certain limitations under the Code, participants who are subject to United
States federal income tax will be entitled to a credit or deduction for Canadian income taxes withheld from any distributions.
Dividends received by non-corporate
participants may be subject to United States federal income tax at lower rates (generally 20% plus the 3.8% unearned income Medicare contribution
tax, if applicable) than other types of ordinary income if certain conditions are met. These conditions include the Company not being
classified as a PFIC for the taxable year in which the dividend is paid or for the immediately preceding taxable year, the Company being
a “qualified foreign corporation”, the participant’s satisfaction of a holding period requirement, and the participant
not treating the distribution as “investment income” for purposes of the investment interest deduction rules.
In the case of participants
that are domestic corporations, distributions from the Company generally are not eligible for the dividends received deduction.
The amount of any cash distribution
paid in Canadian dollars will be equal to the U.S. dollar value of the Canadian dollars on the date of distribution regardless of whether
the payment is in fact converted into U.S. dollars at that time. Gain or loss, if any, realized on the sale or disposition of Canadian
dollars will generally be U.S. source ordinary income or loss.
A participant will be treated
for United States federal income tax purposes as having received a distribution in an amount equal to the fair market value of the Common
Shares acquired with reinvested dividends pursuant to the Plan (which fair market value may be greater or less than the Average Market
Price used to determine the number of Common Shares acquired under the Plan) plus the amount of any Canadian income tax withheld therefrom.
A participant’s tax basis for Common Shares purchased pursuant to the Plan will be equal to the amount of such distribution (excluding
the amount of any Canadian income tax withheld from the dividend). A participant’s holding period for Common Shares purchased with
dividends will begin on the day following the dividend payment date. A participant that makes optional cash purchases of Common Shares
under the Plan will have a tax basis in those Common Shares equal to the cash used to purchase those Common Shares, and the participant’s
holding period will begin on the day following the date on which the Common Shares are purchased.
Participants generally will
recognize a taxable gain or loss when they sell or exchange Common Shares and when they receive cash payments for fractional shares credited
to their accounts upon withdrawal from or termination of the Plan or otherwise. The amount of this gain or loss will be equal to the difference
between the amount a participant receives for his or her Common Shares or fraction thereof and the participant’s adjusted tax basis
in these Common Shares or fraction thereof. The gain or loss will be a capital gain or loss and will be a long-term capital gain or loss
if the holding period for such Common Shares exceeds one year. Capital gain of a non-corporate U.S. holder is generally taxed at a maximum
rate of 20% (plus the 3.8% unearned income Medicare contribution tax, if applicable) if the property has been held for more than one year.
The deductibility of capital losses is subject to limitations. The gain or loss realized by participants who are United States persons
will generally be gain or loss from sources within the United States for foreign tax credit limitation purposes.
The Company will be a PFIC
for U.S. federal income tax purposes in any taxable year if 75% or more of its gross income (including the pro rata share of the
gross income of any corporation in which it is considered to own, directly or indirectly, 25% or more of the shares by value) is passive
income, or on average at least 50% of the gross value of its assets is held for the production of, or produces, passive income.
PFIC status is determined
on an annual basis. The Company does not expect to be a PFIC for the taxable year ending December 31, 2024, or thereafter. However,
because the Company’s income and assets and the nature of its activities may vary from time to time, no assurance can be given that
the Company will not be considered a PFIC for any taxable year. If a participant owns Common Shares during a taxable year in which the
Company is a PFIC, the PFIC rules generally will apply to a participant thereafter, even if in subsequent taxable years the Company
no longer meets the test described above to be treated as a PFIC. No ruling will be sought from the U.S. Internal Revenue Service (the
“IRS”) regarding whether the Company is a PFIC.
In general, if the Company
were to be treated as a PFIC, certain adverse rules would apply to dividends received from the Company and to dispositions of Common
Shares (potentially including dispositions that would not otherwise be taxable). Participants are urged to consult their tax advisors
about the PFIC rules in connection with their holding of Common Shares.
Under current U.S. law, if
the Company is a PFIC in any year, a participant must file an annual return on IRS Form 8621, which describes the income received
(or deemed to be received pursuant to a “Qualified Electing Fund” election) from the Company, any gain realized on a disposition
of Common Shares and certain other information.
In general, dividends from
the Corporation and payments of the proceeds of a sale, exchange or other disposition of Common Shares paid to a participant are subject
to information reporting requirements and may be subject to backup withholding tax, unless the participant is a corporation or other exempt
recipient or provides an accurate United States taxpayer identification number and certifies that no loss of exemption from backup withholding
has occurred. Participants who are required to establish their exempt status must provide such certification on IRS Form W-9. Amounts
withheld as backup withholding may be credited against a participant’s United States federal income tax liability, and a participant
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.
U.S. individuals who hold
an interest in certain “specified foreign financial assets” with value in excess of certain dollar thresholds are required
to report such assets on IRS Form 8938 with their United States federal income tax return, subject to certain exceptions (including
an exception for foreign assets held in accounts maintained by United States financial institutions). Stock issued by a foreign corporation,
such as the Company, is treated as a specified foreign financial asset for this purpose. Penalties apply for failure to properly complete
and file IRS Form 8938. Participants are urged to consult with their tax advisors regarding the filing of this form.
THE ABOVE SUMMARY IS NOT
INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL UNITED STATES TAX CONSIDERATIONS APPLICABLE TO PARTICIPANTS WITH RESPECT TO THE REINVESTMENT
OF DIVIDENDS, ACQUISITION, OWNERSHIP, AND DISPOSITION OF COMMON SHARES. PARTICIPANTS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE UNITED
STATES FEDERAL, STATE, AND LOCAL TAX CONSIDERATIONS APPLICABLE TO THEM IN THEIR OWN PARTICULAR CIRCUMSTANCES.
PLAN OF DISTRIBUTION
Subject to the discussion
below, we will distribute Common Shares purchased under the Plan as described in this prospectus. Computershare will assist in the identification
of shareholders, execute transactions in the Common Shares pursuant to the Plan and provide other related services, but will not be acting
as an underwriter with respect to our Common Shares sold under the Plan. You will pay no brokerage commissions or trading or transaction
fees on Common Shares purchased through the Plan with reinvested dividends or optional cash payments. However, you may be responsible
for other fees and expenses, including brokerage commissions and trading and transaction fees, if you request that your Common Shares
that are subject to the Plan be sold upon termination of your participation in the Plan.
Persons who acquire our Common
Shares through the Plan and resell them shortly after acquiring them, including coverage of short positions, under certain circumstances,
may be participating in a distribution of securities that would require compliance with Regulation M under the Exchange Act and may be
considered to be underwriters within the meaning of the Securities Act. We will not extend to any such person any rights or privileges
other than those to which such person would be entitled as a participant in the Plan, nor will we enter into any agreement with any such
person regarding the resale or distribution by any such person of Common Shares so purchased.
Our major shareholders, directors,
officers and members of our management, supervisory or administrative bodies may participate in the Plan.
From time to time, financial
intermediaries, including brokers and dealers and other persons, may engage in positioning transactions in order to benefit from any discounts
to the market price applicable to Common Shares purchased pursuant to the reinvestment of dividends under the Plan. Those transactions
may cause fluctuations in the trading price and volume of our Common Shares. Financial intermediaries and such other persons who engage
in positioning transactions may be deemed to be underwriters. We have no arrangements or understandings, formal or informal, with any
person relating to the sale of our Common Shares to be received under the Plan. We reserve the right to modify, suspend or terminate participation
in the Plan by otherwise eligible persons to eliminate practices that are inconsistent with the purposes of the Plan.
RECENT DEVELOPMENTS
On May 1, 2024, the Company
received approval from the TSX to renew its normal course issuer bid (the “NCIB”), pursuant to which the Company may purchase
for cancellation, on the open market at its discretion, during the period commencing May 4, 2024 and ending on the earlier of May 3,
2025 and the completion of the purchases under the NCIB, up to the lesser of: (i) 24,961,914 common shares, which is approximately
5% of the issued and outstanding common shares; and (ii) that number of common shares that can be purchased by the Company under
the NCIB for an aggregate purchase price, excluding commissions, of not more than $500,000,000, subject to the normal terms and limitations
of such bids. Purchases under the NCIB are expected to be made through the facilities of the TSX, the NYSE and alternative trading systems
in Canada or the United States, at prevailing market prices. The NCIB will be funded using the Company’s existing cash resources,
and any common shares repurchased under the NCIB will be cancelled.
CAPITALIZATION AND INDEBTEDNESS
The following table sets
out the share capital and consolidated indebtedness of our company as of March 31, 2024. Because the actual number of Common Shares
to be issued pursuant to the Plan cannot be determined, as adjusted data is not presented. The table below is not audited and should
be read together with the detailed information and financial statements appearing in the documents incorporated by reference in this
prospectus. The amounts in the table below are in millions of U.S. dollars.
| | |
As of
March 31, 2024 | |
| | |
(in millions US$)
(IFRS basis) | |
| Long-term debt: | |
| |
| Senior Notes | |
| | |
| 5.02% senior notes due 2024 | |
$ | 100 | |
| 4.15% senior notes due 2025 | |
$ | 50 | |
| 4.42% senior notes due 2025 | |
$ | 40 | |
| 4.84% senior notes due 2026 | |
$ | 200 | |
| 4.64% senior notes due 2027 | |
$ | 100 | |
| 4.94% senior notes due 2028 | |
$ | 50 | |
| 4.38% senior notes due 2028 | |
$ | 45 | |
| 4.74% senior notes due 2029 | |
$ | 150 | |
| 2.78% senior notes due 2030 | |
$ | 100 | |
| 4.48% senior notes due 2030 | |
$ | 55 | |
| 2.88% senior notes due 2032 | |
$ | 100 | |
| 4.89% senior notes due 2032 | |
$ | 10 | |
| 4.63% senior notes due 2033 | |
$ | 250 | |
| Term Loan Facility | |
$ | 600 | |
| Total long-term debt | |
$ | 1,850 | |
| Shareholders’ Equity: | |
| | |
| Common shares | |
$ | 18,398 | |
| Stock options | |
$ | 205 | |
| Contributed surplus | |
$ | 16 | |
| Retained Earnings | |
$ | 1,110 | |
| Accumulated other comprehensive Income | |
$ | -87 | |
| Total shareholders’ equity | |
$ | 19,642 | |
| Total Capitalization: | |
$ | 21,492 | |
DESCRIPTION OF COMMON SHARES
The Common Shares to be offered
by this prospectus will be offered to our shareholders pursuant to participation in the Plan. Our Common Shares are currently listed on
the TSX and the NYSE under the symbol “AEM”.
Our authorized share capital
consists of an unlimited number of one class designated as Common Shares. The holders of the Common Shares are entitled to receive notice
of any meetings of shareholders and may attend and vote at such meetings and are entitled to one vote per share. The holders of the Common
Shares are also entitled to receive dividends if, as and when declared by our board of directors. In the event of our voluntary or involuntary
liquidation, dissolution or winding-up, after payment of all outstanding debts, our remaining assets available for distribution would
be distributed ratably to the holders of the Common Shares. Holders of the Common Shares have no pre-emptive, redemption, exchange or
conversion rights. We may not create any class or series of shares or make any modification to the provisions attaching to our Common
Shares without the affirmative vote of two-thirds of the votes cast by the holders of the Common Shares.
As
of the close of business on June 12, 2024, there were 500,278,715 issued
and outstanding Common Shares. The registrar and transfer agent for the Common Shares is Computershare, Toronto, Ontario.
EXPENSES
The expenses in connection with the issuance and distribution of the
Common Shares being offered are as follows:
| Securities and Exchange Commission Registration Fee | |
US | |
$ | 56,899.80 | |
| Stock Exchange Listing Fees | |
US | |
$ | 10,000 | |
| Accounting Fees* | |
US | |
$ | 26,000 | |
| Legal Fees and Expenses* | |
US | |
$ | 75,000 | |
| Total* | |
US | |
$ | 167,899.8 | |
* Estimated
INDEMNIFICATION
In accordance with the Business
Corporations Act (Ontario), our by-laws indemnify a director or officer, a former director or officer or a person who acts or acted
at our request as a director or officer of a corporation in which we are or were a shareholder or creditor against any and all losses
and expenses reasonably incurred by such person in respect of any civil, criminal, administrative action or proceeding to which he or
she was made a party by reason of being or having been a director or officer of our company or such other corporation if he or she acted
honestly and in good faith with a view to our best interests or, in the case of a criminal or administrative action or proceeding that
is enforced by monetary penalty, had reasonable grounds for believing that his or her conduct was lawful.
We maintain a policy of directors’
and officers’ liability insurance that insures our directors and officers for losses as a result of claims against them in their
capacity as directors and officers and also reimburses us for payments made pursuant to the indemnity provisions under our by-laws and
the Business Corporations Act (Ontario).
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to our directors and officers and any persons who control us, we have
been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
LEGAL MATTERS
Certain legal matters have
been passed upon for us by Davies Ward Phillips & Vineberg LLP, New York, New York and Davies Ward Phillips &
Vineberg LLP, Toronto, Ontario.
EXPERTS
The
consolidated financial statements of the Company incorporated by reference from the 2023 Annual Report, and the effectiveness of
the Company’s internal control over financial reporting as of December 31, 2023, have been audited by Ernst & Young
LLP, independent registered public accounting firm, as set forth in their reports thereon included therein, and incorporated herein by
reference. Such consolidated financial statements and our management’s assessment of the effectiveness of internal control over
financial reporting as of December 31, 2023 are incorporated herein by reference in reliance upon such reports given on the authority
of such firm as experts in accounting and auditing.
Certain information relating
to the scientific and technical information included in our 2023 Annual Report, which is incorporated by reference into this prospectus,
was prepared or reviewed by Robert Badiu, P.Geo., Claude Bolduc, P.Eng., Francois Bouchard, P.Geo., Denis Caron, Eng., Larry Connell,
P.Eng., Vincent Dagenais, P.Eng., Jean-Francois Dupont, P.Eng., Dyane Duquette, P.Geo., Juan Figueroa, P.Geo., Patrick Fiset, Eng., Paul
Andrew Fournier, P.Eng., Guy Gagnon, P.Eng., Dominique Girard, Eng., Guy Gosselin, Eng., P.Geo., Steven Gray, P.Geo., Nicole Houle, P.Geo.,
Dany Laflamme, Eng., Sylvie Lampron, P.Eng., Julie Larouche, P.Geo., Karl Leetmaa, P. Eng., Pascal Lehouiller, P.Geo., Andre Leite, P.Eng.,
Yanick Létourneau, P.Eng., Pierre McMullen, P. Eng., David Paquin Bilodeau, P.Geo., François Petrucci, P.Eng., David Pitre,
P.Eng., P.Geo., Carol Plummer, Eng., Alexandre Proulx, Eng., Veronika Raizman, P.Geo., François Robichaud, Eng., Natasha Vaz, P.Eng.,
and Devin Wilson, P.Eng. (each, a “Qualified Person”), and has been included in reliance upon such individuals’ authority
as experts.
As of the date of this prospectus,
each Qualified Person owns beneficially, directly or indirectly, less than 1% of any outstanding class of securities of the Company.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 8. | Indemnification of Directors and Officers |
Under the Business Corporations
Act (Ontario), the Company may indemnify a present or former director or officer or person who acts or acted at the Company’s
request as a director or officer of another corporation, and his heirs and legal representatives, against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative
action or proceeding to which he is made a party by reason of his being or having been a director or officer of the Company or such other
corporation on condition that (i) the director or officer acted honestly and in good faith with a view to the best interests of the
Company, or, as the case may be, to the best interests of the other corporation for which the individual acted as a director or officer
at the Company’s request and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary
penalty, had reasonable grounds for believing that his conduct was lawful. Further, the Company may, with court approval, indemnify a
person described above in respect of an action by or on behalf of the Company to procure a judgment in its favor, to which the person
is made a party by reason of being or having been a director or an officer of the Company, against all costs, charges and expenses reasonably
incurred by the person in connection with such action if he or she fulfils conditions (i) and (ii) above. A director is entitled
to indemnification from the Company as a matter of right if he was substantially successful on the merits in his defense and fulfilled
conditions (i) and (ii) above.
In accordance with the Business
Corporations Act (Ontario), the by-laws of the Company indemnify a director or officer, a former director or officer, or a person
who acts or acted at a Company’s request as a director or officer of a corporation in which the Company is or was a shareholder
or creditor against any and all losses and expenses reasonably incurred by him in respect of any civil, criminal, administrative action
or proceeding to which he was made a party by reason of being or having been a director or officer of the Company or other corporation
if he acted honestly and in good faith with a view to the best interests of the Company, or, in the case of a criminal or administrative
action or proceeding that is enforced by monetary penalty, he had reasonable grounds for believing that his conduct was lawful.
A policy of directors’
and officers’ liability insurance is maintained by the Company which insures directors and officers for losses as a result of claims
against the directors and officers of the Company in their capacity as directors and officers and also reimburses the Company for payments
made pursuant to the indemnity provisions under the by-laws of the Company and the Business Corporations Act (Ontario).
Insofar as indemnification
for liabilities under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against
public policy in the United States as expressed in the Securities Act and is therefore unenforceable.
The following exhibits have
been filed as part of this registration statement:
| Exhibit |
|
|
| Number |
|
Description |
| |
|
|
| 4.1 |
|
Agnico Eagle Mines Limited Dividend Reinvestment and Share Purchase Plan, as amended July 27, 2011, July 25, 2012, August 20, 2013 and September 29, 2020 |
| 5.1 |
|
Opinion of Davies Ward Phillips & Vineberg LLP, Toronto, Ontario |
| 8.1 |
|
Opinion of Davies Ward Phillips & Vineberg LLP, New York, New York |
| 8.2 |
|
Opinion of Davies Ward Phillips & Vineberg LLP, Toronto, Ontario |
| 23.1 |
|
Consent of Ernst & Young LLP, Toronto, Ontario |
| 23.2 |
|
Consent of Davies Ward Phillips & Vineberg LLP, Toronto, Ontario (included in Exhibit 5.1) |
| 23.3 |
|
Consent of Davies Ward Phillips & Vineberg LLP, New York, New York (included in Exhibit 8.1) |
| 23.4 |
|
Consent of Davies Ward Phillips & Vineberg LLP, Toronto, Ontario (included in Exhibit 8.2) |
| 23.5 |
|
Consent of Robert Badiu, P.Geo. |
| 23.6 |
|
Consent of Claude Bolduc, P.Eng. |
| 23.7 |
|
Consent of Francois Bouchard, P.Geo. |
| 23.8 |
|
Consent of Denis Caron, Eng. |
| 23.9 |
|
Consent of Larry Connell, P.Eng. |
| 23.10 |
|
Consent of Vincent Dagenais, P.Eng. |
| 23.11 |
|
Consent of Jean-Francois Dupont, P.Eng. |
| 23.12 |
|
Consent of Dyane Duquette, P.Geo. |
| 23.13 |
|
Consent of Juan Figueroa, P.Geo. |
| 23.14 |
|
Consent of Patrick Fiset, Eng. |
| 23.15 |
|
Consent of Paul Andrew Fournier, P.Eng. |
| 23.16 |
|
Consent of Guy Gagnon, P.Eng. |
| 23.17 |
|
Consent of Dominique Girard, Eng. |
| 23.18 |
|
Consent of Guy Gosselin, Eng., P.Geo. |
| 23.19 |
|
Consent of Steven Gray, P.Geo. |
| 23.20 |
|
Consent of Nicole Houle, P.Geo. |
| 23.21 |
|
Consent of Dany Laflamme, Eng. |
| 23.22 |
|
Consent of Sylvie Lampron, P.Eng. |
| 23.23 |
|
Consent of Julie Larouche, P.Geo. |
| 23.24 |
|
Consent of Karl Leetmaa, P. Eng. |
| 23.25 |
|
Consent of Pascal Lehouiller, P.Geo. |
| 23.26 |
|
Consent of Andre Leite, P.Eng. |
| 23.27 |
|
Consent of Yanick Létourneau, P.Eng. |
| 23.28 |
|
Consent of Pierre McMullen, P. Eng. |
| 23.29 |
|
Consent of David Paquin Bilodeau, P.Geo. |
| 23.30 |
|
Consent of François Petrucci, P.Eng. |
| 23.31 |
|
Consent of David Pitre, P.Eng., P.Geo. |
| 23.32 |
|
Consent of Carol Plummer, Eng. |
| 23.33 |
|
Consent of Alexandre Proulx, Eng. |
| 23.34 |
|
Consent of Veronika Raizman, P.Geo. |
| 23.35 |
|
Consent of François Robichaud, Eng. |
| 23.36 |
|
Consent of Natasha Vaz, P.Eng. |
| 23.37 |
|
Consent of Devin Wilson, P.Eng. |
| 24.1 |
|
Powers of Attorney (included on the signature pages of this Registration Statement) |
| 107 |
|
Filing Fee Table |
The undersigned registrant
hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement;
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement;
(iii) To
include any material information with respect to the Plan of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided,
however, that the undertakings set forth above in paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission
by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration
statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(4) To
file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F
at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of
the Securities Act need not be furnished, provided that the Registrant includes in the prospectus, by means of a post-effective
amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other
information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect
to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information
required by Section 10(a)(3) of the Securities Act or Item 8.A of Form 20-F if such financial statements and information
are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.
(5) That,
for the purpose of determining liability under the Securities Act to any purchaser: if the Registrant is subject to Rule 430C, each
prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and
included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made
in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document immediately prior to such date of first use.
(6) That,
for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the
securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser
and will be considered to offer or sell such securities to such purchaser:
| (i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required
to be filed pursuant to Rule 424; |
| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant
or used or referred to by the undersigned registrant; |
| (iii) | The portion of any other free writing prospectus relating to the offering containing material information
about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
| (iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(7) That,
for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Toronto, Province of Ontario, Country of Canada, on June 13, 2024.
| |
AGNICO EAGLE MINES LIMITED
(Registrant) |
| |
|
|
|
| |
By: |
/s/ Chris Vollmershausen |
| |
|
Name: |
Chris Vollmershausen |
| |
|
Title: |
Executive Vice-President, Legal, General Counsel & Corporate Secretary |
POWER OF ATTORNEY
Each person whose signature
appears below constitutes and appoints Ammar Al-Joundi, Chris Vollmershausen and Sean Boyd, and each of them, any of whom may act without
the joinder of the other, the true and lawful attorney-in-fact and agent of the undersigned, with full power of substitution and resubstitution,
for and in the name, place and stead of the undersigned, in any and all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith,
with the U.S. Securities and Exchange Commission, and hereby grants to said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
This Power of Attorney may
be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.
Pursuant to the requirements
of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on June 13,
2024.
| Name |
|
Title |
Date |
| |
|
|
|
|
/s/ Ammar Al-Joundi |
|
President and Chief Executive Officer,
Director
(Principal Executive Officer) |
June 13, 2024 |
| Ammar Al-Joundi |
|
|
| |
|
|
|
|
/s/ Jamie Porter |
|
Executive Vice-President,
Finance and Chief Financial Officer
(Principal Financial Officer and Accounting Officer) |
June 13, 2024 |
| Jamie Porter |
|
|
| |
|
|
|
|
/s/ Sean Boyd |
|
Chair |
June 13, 2024 |
| Sean Boyd |
|
|
|
| |
|
|
|
|
/s/ Leona Aglukkaq |
|
Director |
June 13, 2024 |
| Leona Aglukkaq |
|
|
|
| |
|
|
|
|
/s/ Martine A. Celej |
|
Director |
June 13, 2024 |
| Martine A. Celej |
|
|
|
| |
|
|
|
|
/s/ Jonathan Gill |
|
Director |
June 13, 2024 |
| Jonathan Gill |
|
|
|
| |
|
|
|
|
/s/ Peter Grosskopf |
|
Director |
June 13, 2024 |
| Peter Grosskopf |
|
|
|
| |
|
|
|
|
/s/ Elizabeth Lewis-Gray |
|
Director |
June 13, 2024 |
| Elizabeth Lewis-Gray |
|
|
|
| |
|
|
|
|
/s/ J. Merfyn Roberts |
|
Director |
June 13, 2024 |
| J. Merfyn Roberts |
|
|
|
| |
|
|
|
|
/s/ Jeffrey Parr |
|
Director |
June 13, 2024 |
| Jeffrey Parr |
|
|
|
| |
|
|
|
|
/s/ Deborah McCombe |
|
Director |
June 13, 2024 |
| Deborah McCombe |
|
|
|
| |
|
|
|
|
/s/ Jamie Sokalsky |
|
Director |
June 13, 2024 |
| Jamie Sokalsky |
|
|
|
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements
of Section 6(a) of the Securities Act of 1933, the undersigned has signed this Registration Statement, solely in the capacity
of the duly authorized representative of Agnico Eagle Mines Limited in the United States, on this 13th day of June 2024.
| |
AGNICO EAGLE (USA) LIMITED
|
| |
|
|
|
| |
By: |
/s/ Chris Vollmershausen |
| |
|
Name: |
Chris Vollmershausen |
| |
|
Title: |
Authorized Signatory |
EXHIBIT INDEX
| Exhibit |
|
|
| Number |
|
Description |
| |
|
|
| 4.1 |
|
Agnico Eagle Mines Limited Dividend Reinvestment and Share Purchase Plan, as amended July 27, 2011, July 25, 2012, August 20, 2013 and September 29, 2020 |
| 5.1 |
|
Opinion of Davies Ward Phillips & Vineberg LLP, Toronto, Ontario |
| 8.1 |
|
Opinion of Davies Ward Phillips & Vineberg LLP, New York, New York |
| 8.2 |
|
Opinion of Davies Ward Phillips & Vineberg LLP, Toronto, Ontario |
| 23.1 |
|
Consent of Ernst & Young LLP, Toronto, Ontario |
| 23.2 |
|
Consent of Davies Ward Phillips & Vineberg LLP, Toronto, Ontario (included in Exhibit 5.1) |
| 23.3 |
|
Consent of Davies Ward Phillips & Vineberg LLP, New York, New York (included in Exhibit 8.1) |
| 23.4 |
|
Consent of Davies Ward Phillips & Vineberg LLP, Toronto, Ontario (included in Exhibit 8.2) |
| 23.5 |
|
Consent of Robert Badiu, P.Geo. |
| 23.6 |
|
Consent of Claude Bolduc, P.Eng. |
| 23.7 |
|
Consent of Francois Bouchard, P.Geo. |
| 23.8 |
|
Consent of Denis Caron, Eng. |
| 23.9 |
|
Consent of Larry Connell, P.Eng. |
| 23.10 |
|
Consent of Vincent Dagenais, P.Eng. |
| 23.11 |
|
Consent of Jean-Francois Dupont, P.Eng. |
| 23.12 |
|
Consent of Dyane Duquette, P.Geo. |
| 23.13 |
|
Consent of Juan Figueroa, P.Geo. |
| 23.14 |
|
Consent of Patrick Fiset, Eng. |
| 23.15 |
|
Consent of Paul Andrew Fournier, P.Eng. |
| 23.16 |
|
Consent of Guy Gagnon, P.Eng. |
| 23.17 |
|
Consent of Dominique Girard, Eng. |
| 23.18 |
|
Consent of Guy Gosselin, Eng., P.Geo. |
| 23.19 |
|
Consent of Steven Gray, P.Geo. |
| 23.20 |
|
Consent of Nicole Houle, P.Geo. |
| 23.21 |
|
Consent of Dany Laflamme, Eng. |
| 23.22 |
|
Consent of Sylvie Lampron, P.Eng. |
| 23.23 |
|
Consent of Julie Larouche, P.Geo. |
| 23.24 |
|
Consent of Karl Leetmaa, P. Eng. |
| 23.25 |
|
Consent of Pascal Lehouiller, P.Geo. |
| 23.26 |
|
Consent of Andre Leite, P.Eng. |
| 23.27 |
|
Consent of Yanick Létourneau, P.Eng. |
| 23.28 |
|
Consent of Pierre McMullen, P. Eng. |
| 23.29 |
|
Consent of David Paquin Bilodeau, P.Geo. |
| 23.30 |
|
Consent of François Petrucci, P.Eng. |
| 23.31 |
|
Consent of David Pitre, P.Eng., P.Geo. |
| 23.32 |
|
Consent of Carol Plummer, Eng. |
| 23.33 |
|
Consent of Alexandre Proulx, Eng. |
| 23.34 |
|
Consent of Veronika Raizman, P.Geo. |
| 23.35 |
|
Consent of François Robichaud, Eng. |
| 23.36 |
|
Consent of Natasha Vaz, P.Eng. |
| 23.37 |
|
Consent of Devin Wilson, P.Eng. |
| 24.1 |
|
Powers of Attorney (included on the signature pages of this Registration Statement) |
| 107 |
|
Filing Fee Table |
Exhibit 4.1
AGNICO EAGLE
MINES LIMITED
DIVIDEND
REINVESTMENT
AND SHARE PURCHASE pLAN
Introduction
This dividend reinvestment plan (the “Plan”)
is being offered to the registered or beneficial holders (the “Shareholders”) of common shares (“Common
Shares”) of Agnico Eagle Mines Limited (the “Corporation”) who reside in Canada or the United States
(or as otherwise set out below under “Eligible Participants”) as an alternative to the receipt of regular cash
dividends. Under the Plan, Shareholders can automatically reinvest cash dividends paid on their Common Shares in additional Common
Shares at 95% of the Average Market Price (as defined below) and invest optional cash payments in additional Common Shares at 100%
of the Average Market Price. Optional cash payments can be made in a minimum amount of U.S.$500 and a maximum amount of U.S.$20,000
per fiscal year, or the Canadian dollar equivalents of such sums, as set out below under “Optional Cash Purchases”.
Full investment of cash dividends is possible
under the Plan because the Plan permits fractions of Common Shares as well as whole Common Shares to be purchased and held for
Plan participants. In addition, dividends in respect of whole and fractional Common Shares held in the Plan will be automatically
reinvested in further Common Shares. Common Shares issued under the Plan will be issued directly from the treasury of the Corporation.
No Commissions or Administrative Costs
No brokerage commissions are payable in connection
with the purchase of Common Shares under the Plan and all administrative costs will be borne by the Corporation.
Use of Proceeds
Proceeds received by the Corporation upon
the purchase of new Common Shares under the Plan will form part of the working capital of the Corporation and will be used for
general corporate purposes.
Administration
Computershare Trust Company of Canada (the
“Agent”) has been retained to act as the Agent for the participants under the Plan pursuant to an agreement
which may be terminated by the Corporation or the Agent at any time. The Corporation will promptly pay over to the Agent, on behalf
of the participants in the Plan, all cash dividends due on their Common Shares and the Agent will purchase new Common Shares for
the participants directly from the treasury of the Corporation on the dividend payment date. New Common Shares purchased under
the Plan will be registered in the name of the Agent, or its nominee, as Agent for the participants in the Plan.
Eligible Participants
Except as otherwise provided below, any registered
holder of Common Shares who is a resident of Canada or the United States is eligible to join in the Plan at any time.
Beneficial owners of Common Shares whose Common Shares are not
registered in their own names may participate in the Plan only (1) by transferring such Common Shares into their own name or into
a specific segregated registered account such as a numbered account with a bank, trust company or broker, or (2) if such Common
Shares are held through CDS Clearing and Depository Services or The Depository Trust & Clearing Corporation (collectively,
the “Depositories” or, individually, a “Depository”), by enrolling in the Plan through a
participant in either such Depository (a “Depository Participant”).
Beneficial owners of Common Shares whose Common
Shares are held in a numbered nominee account with a bank, trust company or broker may arrange to enrol such account in the Plan.
If a beneficial owner holds Common Shares in more than one such account, or in such an account or accounts as well as in such owner’s
own name, such Common Shares may be dealt with separately with respect to the Plan. For example, an owner can elect to participate
in the Plan in respect of the Common Shares held in one account but not in respect of those held in another. Furthermore, if beneficial
owners of Common Shares hold such shares through the facilities of a Depository, they can arrange to treat each of their Common
Shares separately with respect to the Plan. For example, such beneficial owners can choose to participate in the Plan in respect
of some of the Common Shares but not in respect of others.
Shareholders resident outside Canada and the
United States may participate in the Plan unless prohibited by the law of the country in which they reside. Cash dividends to be
reinvested for shareholders resident outside Canada will be reduced by the amount of the applicable Canadian withholding tax as
described below under “Summary of Principal Canadian Federal Income Tax Considerations”.
Enrolment
General
Shareholders may join the Plan by completing
the Reinvestment Enrollment — Participant Declaration Form attached to the Plan, signing it and returning it to the Agent
within the applicable deadlines set out below, or enrolling online through the Agent’s web portal at www.investorcentre.com.
Additional Forms may be obtained from the Agent at any time upon written request addressed to the Agent. The Corporation may deny
the right to participate in the Plan to any person or terminate the participation of any participant in the Plan if the Corporation
deems it advisable under any laws or regulations.
The Reinvestment Enrollment — Participant
Declaration Form directs the Corporation to forward to the Agent all of the participating Shareholder’s cash dividends received
on the Common Shares and directs the Agent to invest such dividends in the purchase of new Common Shares on behalf of the shareholder.
If a beneficial owner holds Common Shares in more than one brokerage account, and wishes to participate in the Plan in respect
of Common Shares in all such accounts, a separate Reinvestment Enrollment — Participant Declaration Form must be completed
and returned to the Agent by the registered holder of the Common Shares in respect of each such account.
Depository Participants
Beneficial owners of Common Shares whose Common
Shares are held through a Depository may enrol through the Depository Participant that currently holds their Common Shares, provided
they do so in sufficient time for notice to be provided to the Agent within the applicable deadlines set out below.
Effective Date of Participation
Following receipt by the Agent of a properly
completed Reinvestment Enrolment — Participant Declaration Form, participation in the Plan becomes effective on the next
record date for any dividend declared on the Common Shares provided that the Reinvestment Enrolment — Participant Declaration
Form is received not less than five business days before such record date.
Ongoing Enrolment
Once a Shareholder has enrolled in the Plan,
participation continues automatically unless terminated in accordance with the terms of the Plan. However, participants are advised
that Common Shares acquired outside of the Plan may not be automatically enrolled in the Plan. Participants should contact the
Agent or the Depository Participant, if applicable, to confirm which of the Common Shares owned by them are enrolled in the Plan.
Optional Cash Purchases
If participants in the Plan choose to participate
in the optional cash payment feature of the Plan, they must confirm on the Optional Cash Payment (OCP) — Participant Declaration
Form that not more than U.S.$20,000 (or the Canadian dollar equivalent of such sum) in the aggregate per fiscal year is being paid
by, or on behalf of, any registered or beneficial owner in respect of the optional investment of cash under the Plan. For any optional
cash payment in United States dollars, the determination of a Canadian dollar equivalent amount will be based on the indicative
daily exchange rate reported by the Bank of Canada, calculated on the date of bank deposit by the Agent.
There is no obligation on a participant to
make optional cash payments nor to make all such payments in the same amount. The aggregate number of Common Shares which may be
purchased by all participants in any fiscal year of the Corporation under the optional cash payments may not exceed two percent
of the outstanding Common Shares at the beginning of the fiscal year. If necessary, available Common Shares will be allocated by
the Agent on a pro rata basis to avoid exceeding this limit.
Further Provisions with Respect to Optional
Cash Payments:
In order to make optional cash payments under
the Plan, participants must duly complete an Optional Cash Purchase (OCP) — Participant Declaration Form and send it to
the Agent. Thereafter, participants may make the optional cash payments by cheque by using the Combined Pre-Authorized Debit (PAD)
Agreement/Optional Cash Purchase Voucher sent to participants with their respective statements or by enrolling for the pre-authorized
debit (PAD) service using the Agent’s web portal at www.investorcentre.com. Additional Combined Pre-Authorized Debit
(PAD) Agreement/Optional Cash Purchase Vouchers may be obtained at any time by calling 1-800-564-6253, or by sending a written
request addressed to the Agent or by accessing the Agent’s web portal at www.investorcentre.com.
Optional cash payments received from registered
shareholders will be applied by the Agent to invest in Common Shares, provided the payments are received by the Agent no later
than five business day prior to the dividend payment date. Optional cash payments received by the Agent on or after this date will
be returned to the participant. No interest will be paid to participants on any funds held for investment pursuant to the Plan.
A participant may cancel an optional cash payment by written notice received by the Agent on or before the tenth business day preceding
the dividend payment date.
The amount of the optional cash payments is
a minimum of U.S.$500 per payment, to a maximum of U.S.$20,000 per year. Non-registered shareholders should contact their intermediaries
to determine the procedures to make optional cash payments.
Payments received in United States currency
will be converted to Canadian currency at the indicative daily exchange rate reported by the Bank of Canada on the date of bank
deposit by the Agent. Payment in currencies other than Canadian or United States dollars will not be accepted.
The Proceeds of Crime (money laundering
and Terrorist financing Act (Canada) and the regulations made thereunder (the “Anti- Money Laundering Act”)
requires that the Agent collect and record specific information and take other measures regarding new or existing participants
who elect to make optional cash payments under the Plan. In order to participate in the optional cash payment feature of the Plan,
participants must have met the applicable requirements under the Anti-Money Laundering Act, which are contained in each of the
Reinvestment Enrollment — Participant Declaration Form and the Optional Cash Purchase (OCP) — Participant Declaration
Form.
Pre-Authorized Debits (PAD)
To be eligible to participate in the pre-authorized
debit (PAD) service for the optional cash purchase option of the Plan, you must already be enrolled in the Plan and your Plan account
must already be coded compliant with Canadian Anti-Money Laundering requirements. Also, the bank account you are intending on using
must be held with a Canadian financial institution.
You have the option of selecting either a
one-time and/or recurring PAD. Both options can be initiated online through the Agent’s web portal at www.investorcentre.com.
In the case of recurring PAD service only, you may mail your PAD request to the Agent. The Agent must receive the PAD request
no later than 10 business days prior to the dividend payment date for which you wish to apply such debit. If the duly completed
request is received after this date, such debit will be applied on the next dividend payment date.
One-Time Pre-Authorized Debits
One-Time PADs can only be initiated online
through the Agent’s web portal at www.investorcentre.com. If you authorize a one-time debit, your bank account will
be debited within five to ten business days from the time your request is received. Your monies will be applied to purchase Common
Shares on the next available dividend payment date after the funds have been withdrawn from your account. No interest will be
paid for any funds held awaiting investment.
Recurring Pre-Authorized Debits
Recurring PAD can be initiated online
through the Agent’s web portal at www.investorcentre.com or by duly completing and signing a PAD agreement. A PAD
agreement will be enclosed with your Plan account statement once your Plan account has been coded compliant. Return your completed
PAD agreement along with a VOID cheque indicating the name(s) associated the bank account or a letter from your financial institution confirming
your banking details and the names associated with the account. The bank account names must match the name(s) on
your Plan account.
If you authorize a quarterly recurring automatic
debit, then your account will be debited on the 6th of March, June, September and December. If the 6th is
not a business day, then the debit shall occur on the next business day.
To modify or cancel a recurring PAD service,
you must notify the Agent in writing or online through the Agent’s web portal at www.investorcentre.com. Only
cancellation requests can be taken over the phone by calling the Agent’s Customer Contact Centre toll-free at 1-800-564-6253.
Please allow 10 business days from the date the Agent receives your instructions for the modification or cancellation to take
effect.
Price and Valuation of New Common Shares
The price at which the Agent will purchase
new Common Shares from the Corporation on the dividend payment dates with cash dividends on Common Shares will be 95% of the weighted
average of the trading prices for a board lot of Common Shares on The Toronto Stock Exchange (the “Exchange”)
for a period of 20 trading days on which at least a board lot was traded immediately preceding a dividend payment date (the “Average
Market Price”). As dividends will be denominated in United States dollars, the Average Market Price will be converted
to United States dollars using the indicative daily exchange rate reported by the Bank of Canada on the dividend payment date.
The price at which the Agent will purchase
new Common Shares from the Corporation on the dividend payment dates with eligible funds other than cash dividends on Common Shares
will be 100% of the Average Market Price. For optional cash payments received in United States dollars, the Average Market Price
will be converted to United States dollars at the indicative daily exchange rate reported by the Bank of Canada on the dividend
payment date.
There will be no brokerage commission on the
purchase of new Common Shares under the Plan as the Common Shares will be purchased directly from the Corporation.
Participants’ Accounts and Statements
The Agent will maintain a separate account
for each participant. Where a participating beneficial owner holds his or her Common Shares through a Depository, the Agent will
maintain an account for and in the name of the Depository and the appropriate Depository Participant will provide each such participating
beneficial owner with confirmation of his or her purchase of Common Shares through the Plan.
On each dividend payment date, the Corporation
will advise the Agent of the prices for the new Common Shares to be purchased (whether by way of dividend reinvestment or optional
cash purchase) by the Agent on behalf of the participants and the number of new Common Shares to be issued. Each participant’s
account will be credited by the Agent with that number of Common Shares purchased for the participant, including fractions computed
to six decimal places, which is equal to the cash dividends or optional cash payment to be invested for each participant divided
by the applicable purchase price for such Common Shares (as set out above under “Price and Valuation of New Common Shares”).
In like fashion, the accounts of each participating beneficial owner of Common Shares will be credited with that number of Common
Shares purchased on their behalf through the facilities of the relevant Depository and Depository Participant.
As soon as practicable following each dividend
payment date, the Agent (or, where appropriate, the relevant Depository Participant) will send statements of account to participants
setting out the number of whole and fractional Common Shares acquired by reinvestment of cash dividends and, where applicable,
by optional purchases (“Plan Shares”).
These statements are a participant’s
only record of the cost of each purchase of Plan Shares, and accordingly, should be retained by such participant for income tax
purposes. In addition, each participant will receive annually the appropriate tax information for reporting dividend income.
Generally, Plan Shares will be registered
in the name of the Agent or its nominee and held by the Agent for a participant under the Plan. For participants holding Plan Shares
through a Depository, such Plan Shares will be registered in the name of the relevant Depository and held for the benefit of its
Depository Participants under the Plan. Plan Shares may not be sold, transferred, pledged or otherwise disposed of by the participant
while such Plan Shares remain in the Plan. A participant who wishes to sell, transfer, pledge or dispose of any Plan Shares must
withdraw them from the Plan by instructing the Agent to issue, in the name of the participant, a share certificate representing
such Plan Shares.
A participant may, at any time upon written
request to the Agent, have share certificates issued and registered in the participant’s name for any number of whole Plan
Shares owned by such participant without terminating participation in the Plan.
Otherwise, share certificates will not be
issued to participants for Plan Shares. No certificate for a fraction of a Plan Share will be issued.
Termination of Participation
General
A participant may terminate participation
in the Plan at any time by written notice to the Agent, or online through the Agent’s web portal at www.investorcentre.com.
The Agent will then settle the participant’s account by issuing a share certificate for the number of whole Plan Shares
standing to the credit of the participant and by purchasing for cash any fraction of a Plan Share. The amount of the payment for
any such fraction will be based on, in the case of a payment in Canadian dollars, the prevailing market price at the time of the
trade on the Exchange, and, in the case of a payment in United States dollars, the prevailing market price at the time of the
trade on the New York Stock Exchange.
Participation in the Plan will also be terminated
upon receipt by the Agent of written notice of the death of a participant. Certificates for Plan Shares will be issued in the name
of the deceased participant and/or in the name of the estate of the deceased participant, as appropriate, and the Agent will send
such certificates and cash payment for any fraction of a Plan Share to the representative of the deceased participant.
Upon termination of participation, a participant
may request that all Plan Shares held for the participant’s account be sold. Such sale will be made by the Agent, through
a registered dealer or stockbroker designated by the Agent, as soon as practicable following receipt by the Agent of instructions
to do so. Such instructions may be delivered to the Agent via the Agent’s web portal at www.investorcentre.com. The
proceeds of such sale, less brokerage commissions and transfer taxes, if any, will be paid to the participant by the Agent. Plan
Shares sold pursuant to such a request may be commingled with Plan Shares of other participants, in which case the proceeds to
each participant will be based upon the average sale price of all Plan Shares so commingled. With respect to any fraction of a
Plan Share, the Agent will purchase such fraction for cash at a price determined in the same manner as in the case of whole Plan
Shares sold for the participant.
All payments of cash under the Plan will be
made in either Canadian or United States currency. Unless a participant requests otherwise in writing, the Agent will make payments
in Canadian currency where the participant has a Canadian mailing address and in United States currency where the participant has
a non-Canadian mailing address, in each case as such address is shown on the records of the Agent.
Depository Participants
Where participants hold their Common Shares
or Plan Shares through a Depository Participant and Depository, any notice or actions to be delivered to or performed by the Agent
in this section must be delivered to or performed by the relevant Depository Participant. For greater certainty, if notice or termination
is not received by the relevant Depository at least five business days before a dividend record date, termination will not occur
until after the next dividend record date and after investment has been completed.
Rights Offerings, Stock Splits and Stock Dividends
In the event that the Corporation makes available
to its Shareholders rights to subscribe for additional shares or other securities, rights certificates will be issued to participants
for their whole Plan Shares. No such rights will be made available in respect of fractions of Plan Shares. Instead, the Agent will
sell any rights relating to such fractions at a time and price determined by the Agent and participants will be paid their proportionate
interests in the proceeds of such sale.
Any Common Shares distributed pursuant to
a stock dividend or a stock split on Plan Shares will be retained by the Agent and credited proportionately to the accounts of
participants.
In the event of a change, reclassification
or conversion of the Common Shares into other shares or securities or of any further change, reclassification or conversion of
such other shares or securities, into other shares or securities, the Plan will continue to apply to the shares or securities resulting
from that event and references herein to the Common Shares and to Plan Shares will be deemed to be references to the shares or
securities resulting from that event.
Voting of Plan Shares
Whole Plan Shares held on the record date
for a vote of Shareholders may be voted in the same manner as the participant’s Common Shares of record may be voted, either
in person or by proxy.
Responsibilities of the Corporation and the Agent
Neither the Corporation nor the Agent is liable for any act,
or for any good faith omission to act, including, without limitation, for liability:
| (a) | arising out of a failure to terminate a participant’s account upon such participant’s death prior to receipt of
notice in writing of such death; or |
| (b) | relating to the prices at which Common Shares are purchased for the participant’s account and the times at which such
purchases are made. |
PARTICIPANTS SHOULD RECOGNIZE THAT NEITHER
THE CORPORATION NOR THE AGENT CAN ASSURE A GAIN OR PROTECT AGAINST LOSS AS A RESULT OF THEIR HOLDING PLAN SHARES.
Amendment, Suspension or Termination of the Plan
The Corporation reserves the right to amend,
suspend or terminate the Plan at any time. The Corporation will send written notice to the participants of any material amendment,
suspension or termination. Any amendment of the Plan which materially affects the rights of participants in the Plan will be subject
to the prior approval of the Exchange. If the Plan is terminated, the Agent will remit to participants certificates registered
in their name for whole Plan Shares, together with the proceeds from the sale of any fractions of Plan Shares. If the Plan is suspended,
subsequent dividends on Plan Shares will be paid in cash as will the amount of any optional cash payments which are not invested
as of the effective date of such suspension.
Effective Date
The Plan is effective for dividends payable
after June 30, 1999, as updated on July 27, 2011, July 25, 2012, August 20, 2013 and September 29, 2020.
Notices
All notices required to be given to participants
under the Plan will be mailed to participants at the address shown on the records of the Agent.
Written communications to the Agent should
be addressed to:
Computershare Trust Company of Canada
100 University Avenue, 8th Floor
Toronto, Ontario M5J 2Y1
Attention: Dividend Reinvestment Services
Facsimile No.: 416.263.9394
CANADIAN
FEDERAL INCOME TAX CONSIDERATIONS
Summary of Principal Canadian Federal Income Tax Considerations
The following is a general summary of the
principal Canadian federal income tax considerations generally applicable to participants in the Plan. It is assumed for the purposes
of this summary that the participant deals at arm’s length and is not affiliated with the Corporation and holds Common Shares
as capital property. Generally, Common Shares are considered to be capital property to a holder provided that the holder does not
hold the Common Shares in the course of carrying on a business and has not acquired the Common Shares in one or more transactions
considered to be an adventure or concern in the nature of trade. Certain participants resident in Canada whose Common Shares might
not otherwise qualify as capital property may, in certain circumstances, make an irrevocable election in accordance with subsection
39(4) of the Income Tax Act (Canada) (the “Tax Act”) to have their Common Shares and every “Canadian
security” (as defined in the Tax Act) owned by such participant in the taxation year of the election and in all subsequent
taxation years deemed to be capital property.
This summary is not applicable to a participant:
(i) that is a “financial institution” (within the meaning of the Tax Act) for the purposes of the “mark-to-market”
rules contained in the Tax Act; (ii) that is a “specified financial institution” (within the meaning of the Tax Act);
(iii) an interest in which would be a “tax shelter investment” (within the meaning of the Tax Act); or (iv) that
has elected to report its “Canadian tax results” (as defined in the Tax Act) in a currency other than Canadian currency.
Any such participant should consult its own tax advisor with respect to an investment in the Common Shares.
This summary is based on the current provisions
of the Tax Act, the regulations thereunder (the “Regulations”), all specific proposals to amend the Tax Act
or the Regulations publicly announced by the Minister of Finance (Canada) prior to the date hereof and the current published administrative
practices of the Canada Revenue Agency (the “CRA”). This summary does not otherwise take into account or anticipate
any changes in law, whether by judicial, administrative or legislative decision or action, nor does it take into account provincial,
territorial or foreign income tax legislation or considerations, which may differ from those described. This summary is not exhaustive
of all possible Canadian federal income tax consequences that may affect a participant in the Plan.
This summary is of a general nature only
and is not intended to be, nor should it be construed to be, legal or tax advice to any particular participant, and no representation
with respect to the Canadian federal income tax consequences to any particular participant is made. Consequently, prospective participants
are advised to consult their own tax advisors with respect to their particular circumstances.
Foreign Exchange
For the purposes of the Tax Act, all amounts
expressed in a currency other than Canadian dollars relating to the acquisition, holding or disposition of a Common Share, including
dividends, adjusted cost base and proceeds of disposition, must be determined in Canadian dollars using the relevant rate of exchange
reported by the Bank of Canada on the day the amount first arose or such other rate of exchange as is acceptable to the CRA.
Residents of Canada
The following summary is generally applicable
to a participant who, at all relevant times for purposes of the Tax Act, is, or is deemed to be, resident in Canada.
Dividends
A participant will be subject to tax under
the Tax Act on all dividends paid on Common Shares (including where such shares are held of record by the Agent for the account
of the participant pursuant to the Plan) which are reinvested in Common Shares under the Plan (as well as on any dividends deemed
under the Tax Act to be received on Common Shares) in the same manner as the participant would have been if such dividends had
been received directly by the participant. Such dividends paid to (or deemed to be received by) a participant who is an individual
(including most trusts) will be subject to the gross-up and dividend tax credit rules in the Tax Act normally applicable to dividends
received from taxable Canadian corporations, including the enhanced gross-up and dividend tax credit in respect of dividends designated
by the Corporation as “eligible dividends.” There may be limitations on the ability of the Corporation to designate
dividends as “eligible dividends.”
Subject to the potential application of subsection
55(2) of the Tax Act, a participant that is a corporation will include such dividends in computing its income and generally will
be entitled to deduct the amount of such dividends in computing its taxable income. In certain circumstances, subsection 55(2)
of the Tax Act will treat a taxable dividend received by a participant that is a corporation as proceeds of disposition or a capital
gain. Participants that are corporations should consult their own tax advisors having regard to their own circumstances.
A participant that is a “private corporation”
or “subject corporation” (as such terms are defined in the Tax Act) may be liable under Part IV of the Tax Act to pay
a refundable tax of 38 1/3% of dividends received or deemed to be received on the Common Shares to the extent that such dividends
are deductible in computing the participant’s taxable income.
The cost for tax purposes to a participant
of Common Shares purchased on the reinvestment of dividends or with optional cash payments made by the participant to the Agent
will be the Canadian dollar equivalent of the price paid by the Agent for the Common Shares. The cost of such Common Shares will
be averaged with the adjusted cost base of all other Common Shares held by the participant at the time such Common Shares are acquired
for purposes of subsequently computing the adjusted cost base of each such Common Share owned by the participant.
Dispositions
On a disposition or deemed disposition of
a Common Share (including by the Agent on behalf of the participant), the participant will realize a capital gain (or capital loss)
equal to the amount by which the participant’s proceeds of disposition, net of any reasonable costs of disposition, are greater
than (or less than) the participant’s adjusted cost base of the Common Share. Proceeds of disposition will not include an
amount that is otherwise required to be included in the participant’s income. The payment of cash in respect of any fraction
of a Common Share on termination of participation in the Plan will constitute a disposition of such fraction of a Common Share
for proceeds of disposition equal to the cash payment.
One-half of any capital gains (or capital
losses) realized by a participant will be required to be included in computing the participant’s income as a taxable capital
gain (or allowable capital loss). An allowable capital loss will be deductible against a taxable capital gain realized in the year
or in any of the three years preceding the year or any year following the year to the extent and under the circumstances described
in the Tax Act. Capital gains realized by an individual (including certain trusts) may be subject to alternative minimum tax. A
“Canadian-controlled private corporation” (as defined in the Tax Act) may be liable to pay an additional 10 2/3% refundable
tax on certain investment income, including taxable capital gains.
Under specific rules in the Tax Act, any capital
loss realized by a corporation on the disposition of a Common Share may be reduced by the amount of certain dividends which were
received or were deemed to have been received on such share. Similar rules may apply where a corporation is a member of a partnership
or a beneficiary of a trust that disposes of such shares or where a trust or partnership of which a corporation is a beneficiary
or member is a member of a partnership or beneficiary of a trust that disposes of such shares. Participants should consult their
own tax advisors for specific advice regarding the application of the relevant “stop-loss” provisions in the Tax Act.
Non-Residents of Canada
The following summary is generally applicable
to a participant who, for purposes of the Tax Act and any applicable income tax treaty, is not resident, nor is deemed to be resident,
in Canada, and who does not use or hold and is not deemed to use or hold Common Shares in carrying on business in Canada. Special
rules which are not discussed in this summary may apply to a non-resident participant that is an insurer which carries on business
in Canada and elsewhere.
Dividends
Dividends paid or credited or deemed to be
paid or credited on Common Shares to a non-resident of Canada (including where such shares are held of record by the Agent for
the account of the non-resident pursuant to the Plan) are generally subject to Canadian withholding tax, whether or not such dividends
are reinvested under the terms of the Plan. Under the Tax Act, the rate of withholding tax is 25% of the gross amount of such dividends,
which rate may be subject to reduction under the provisions of an applicable tax treaty. Under the Canada-United States Income
Tax Convention (the “U.S. Treaty”), a participant who is resident in the United States for the purposes
of the U.S. Treaty and who is entitled to the benefits of such treaty will generally be subject to Canadian withholding tax at
a rate of 15% of the amount of such dividends. In addition, under the U.S. Treaty, dividends may be exempt from Canadian withholding
tax if paid to certain participants that are qualifying religious, scientific, literary, educational or charitable tax-exempt organizations,
or are qualifying trusts, companies, organizations or other arrangements operated exclusively to administer or provide pension,
retirement or employee benefits which are exempt from tax in the United States, and that have complied with specific administrative
procedures. Dividends to be reinvested in Common Shares under the Plan for non-resident participants will be reduced by the amount
of any applicable Canadian withholding tax.
Dispositions
A non-resident participant will not be subject
to tax under the Tax Act on any capital gain realized on a disposition of Common Shares unless those Common Shares constitute “taxable
Canadian property” at the time of the disposition and the participant is not entitled to relief under an applicable income
tax treaty or convention.
Generally, Common Shares will not be taxable
Canadian property to a participant at a particular time provided that either: (i) the Common Shares are listed on a designated
stock exchange (such as the Exchange or the New York Stock Exchange) at that time and at no time during the 60-month period that
ends at that time did one or any combination of (a) the participant, (b) persons with whom the participant did not deal at arm’s
length, and (c) partnerships in which the participant or a person described in (b) holds a partnership interest (directly or indirectly
through one or more partnerships), own 25% or more of the issued shares of any class or series of the Corporation, or (ii) at no
time during such 60-month period did the Common Shares derive more than 50% of their value from any combination of: (a) real or
immovable property situated in Canada, (b) “timber resource property” (within the meaning of the Tax Act), (c) “Canadian
resource property” (within the meaning of the Tax Act) or (d) options in respect of, or interests in, or for civil law, rights
in any of the foregoing, whether or not the property exists. Notwithstanding the foregoing, in certain circumstances set out in
the Tax Act, a Common Share could be deemed to be taxable Canadian property.
Even if a Common Share is considered to be
taxable Canadian property of a participant at the time of its disposition, a capital gain realized on the disposition may nevertheless
be exempt from tax under the Tax Act pursuant to the terms of an applicable income tax treaty or convention.
Under the U.S. Treaty, a capital gain realized
on the disposition of a Common Share by a participant who is entitled to the benefits of such treaty generally will be exempt from
tax under the Tax Act except where the Common Share at the time of disposition derives its value principally from real property
situated in Canada including rights to explore for or exploit mineral deposits in Canada.
Generally, if a Common Share constitutes taxable
Canadian property to a participant at the time of its disposition and any capital gain realized by the participant on the disposition
is not exempt from tax under the Tax Act by virtue of an applicable income tax treaty or convention, the participant will be required
to include one-half of the amount of the capital gain in its income for the year as a taxable capital gain. Subject to and in accordance
with the provisions of the Tax Act, one-half of any capital loss realized by a participant in a taxation year from the disposition
of taxable Canadian property may be deducted as an allowable capital loss from any taxable capital gains realized by the participant
in the year from the disposition of taxable Canadian property. If allowable capital losses for a year exceed taxable capital gain
from the disposition of taxable Canadian property, the excess may be carried back and deducted in any of the three preceding taxation
years or carried forward and deducted in any subsequent taxation year from net taxable capital gains realized in such years from
the disposition of taxable Canadian property to the extent and in the circumstances prescribed by the Tax Act. Non-residents who
dispose of taxable Canadian property are required to file a Canadian income tax return for the year of disposition, including where
any resulting capital gain is not subject to tax under the Tax Act by virtue of an applicable income tax treaty or convention.
UNITED STATES
FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of certain United
States federal income tax considerations generally applicable to certain participants in the Plan. The summary is based upon the
Internal Revenue Code of 1986, as amended (the “Code”), existing and proposed regulations promulgated thereunder,
and judicial decisions and administrative interpretations, as in effect on the date of the Plan, all of which are subject to change,
possibly with retroactive effect. These United States federal income tax considerations apply only to a person or entity who, for
United States federal income tax purposes, is: a citizen or resident of the United States; a corporation or other entity organized
under the laws of the United States or of any political subdivision thereof; an estate whose income is subject to United States
federal income taxation regardless of its source; or a trust (i) if a United States court can exercise primary jurisdiction over
the trust’s administration and one or more United States persons have the authority to control all substantial decisions
of the trust, or (ii) that has elected to be treated as a United States person under applicable Treasury regulations.
This summary does not address the United States
federal income tax consequences for participants that are subject to special provisions under the Code, including the following
participants: (i) participants that are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or
other tax-deferred accounts; (ii) participants that are financial institutions, insurance companies, real estate investment trusts,
or regulated investment companies or that are broker-dealers, dealers, or traders in securities or currencies that elect to apply
a mark-to-market accounting method; (iii) participants that have a “functional currency” other than the United States
dollar; (iv) participants that are liable for the alternative minimum tax under the Code; (v) participants that own Common Shares
as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other arrangement involving more than
one position; (vi) participants that hold the Common Shares other than as a capital asset within the meaning of Section 1221 of
the Code; (vii) participants that own, directly or indirectly, 5% or more, by voting power or value, of the Corporation; (viii)
S corporations, partnerships or other entities classified as partnerships for United States federal income tax purposes; (ix) investors
in pass-through entities; and (x) certain former citizens or residents of the United States. Participants that are subject to special
provisions under the Code, including participants described immediately above, should consult their own tax advisors regarding
the tax consequences of reinvesting cash dividends in additional Common Shares under the Plan. This summary does not include any
discussion of tax consequences to participants in the Plan other than United States federal income tax consequences. Participants
are urged to consult their own tax advisors regarding any United States estate and gift, United States state and local, and foreign
tax consequences of participating in the Plan.
Partners of entities that are classified as
partnerships for United States federal income tax purposes should consult their own tax advisors regarding the United States federal
income tax consequences of reinvesting cash dividends in additional Common Shares or making optional cash purchases under the Plan.
Subject to the “passive foreign investment
company” (“PFIC”) discussion below, the gross amount of any distribution (including any Canadian taxes
withheld therefrom) paid on Common Shares generally should be included in the gross income of a participant as foreign source dividend
income to the extent such distribution is paid out of current or accumulated earnings and profits of the Corporation, as determined
under United States federal income tax principles. To the extent that the amount of any distribution exceeds the Corporation’s
current and accumulated earnings and profits for a taxable year, the distribution is treated as a tax-free return of capital to
the extent of the participant’s adjusted tax basis in the Common Shares. Then, to the extent that such distribution exceeds
the participant’s adjusted tax basis, it is treated as a sale or exchange and taxed as a capital gain.
Subject to certain limitations under the Code,
participants who are subject to United States federal income tax will be entitled to a credit or deduction for Canadian income
taxes withheld from any distributions.
Dividends received by non-corporate participants
may be subject to United States federal income tax at lower rates (generally 20% plus the 3.8% unearned income Medicare contribution
tax, if applicable) than other types of ordinary income if certain conditions are met. These conditions include the Corporation
not being classified as a PFIC for the taxable year in which the dividend is paid or for the immediately preceding taxable year,
the Corporation being a “qualified foreign corporation”, the participant’s satisfaction of a holding period requirement,
and the participant not treating the distribution as “investment income” for purposes of the investment interest deduction
rules.
In the case of participants that are domestic
corporations, distributions from the Corporation generally are not eligible for the dividends received deduction.
The amount of any cash distribution paid in
Canadian dollars will be equal to the U.S. dollar value of the Canadian dollars on the date of distribution regardless of whether
the payment is in fact converted into U.S. dollars at that time. Gain or loss, if any, realized on the sale or disposition of Canadian
dollars will generally be United States source ordinary income or loss.
A participant will be treated for United States
federal income tax purposes as having received a distribution in an amount equal to the fair market value of the Common Shares
acquired with reinvested dividends pursuant to the Plan plus the amount of any Canadian income tax withheld therefrom. The fair
market value of the Common Shares so acquired will be equal to the average of the high and low sale prices of Common Shares on
the dividend payment date, which amount may be higher or lower than the Average Market Price used to determine the number of Common
Shares acquired under the Plan. A participant’s tax basis per share for Common Shares purchased pursuant to the Plan will
be equal to the amount of such distribution. A participant’s holding period for Common Shares purchased with dividends will
begin on the day following the dividend payment date. A participant who makes optional cash purchases of Common Shares under the
Plan will have a tax basis in those Common Shares equal to the cash used to purchase those Common Shares and the participant’s
holding period will begin on the day of the purchase.
Participants generally will recognize a taxable
gain or loss when they sell or exchange Common Shares and when they receive cash payments for fractional shares credited to their
accounts upon withdrawal from or termination of the Plan or otherwise. The amount of this gain or loss will be equal to the difference
between the amount a participant receives for his or her Common Shares or fraction thereof and the participant’s adjusted
tax basis in these Common Shares or fraction thereof. The gain or loss will be a capital gain or loss and will be a long-term capital
gain or loss if the holding period for such Common Shares exceeds one year. Capital gain of a non-corporate United States holder
is generally taxed at a maximum rate of 20% (plus the 3.8% unearned income Medicare contribution tax, if applicable) if the property
has been held for more than one year. The deductibility of capital losses is subject to limitations. The gain or loss realized
by participants who are United States persons will generally be gain or loss from sources within the United States for foreign
tax credit limitation purposes.
The Corporation will be a PFIC for United
States federal income tax purposes in any taxable year if 75% or more of its gross income (including the pro rata share of the
gross income of any corporation in which it is considered to own, directly or indirectly, 25% or more of the shares by value) is
passive income, or on average at least 50% of the gross value of its assets is held for the production of, or produces, passive
income.
PFIC status is determined on an annual basis.
The Corporation does not expect to be a PFIC for the taxable year ending December 31, 2020, or thereafter. However, because the
Corporation’s income and assets and the nature of its activities may vary from time to time, no assurance can be given that
the Corporation will not be considered a PFIC for any taxable year. If a participant owns Common Shares during a taxable year in
which the Corporation is a PFIC, the PFIC rules generally will apply to a participant thereafter, even if in subsequent taxable
years the Corporation no longer meets the test described above to be treated as a PFIC. No ruling will be sought from the United
States Internal Revenue Service (the “IRS”) regarding whether the Corporation is a PFIC.
In general, if the Corporation were to be
treated as a PFIC, certain adverse rules would apply to dividends received from the Corporation and to dispositions of Common Shares
(potentially including dispositions that would not otherwise be taxable). Participants are urged to consult their tax advisors
about the PFIC rules in connection with their holding of Common Shares.
Under current United States law, if the Corporation
is a PFIC in any year, a participant must file an annual return on IRS Form 8621, which describes the income received (or deemed
to be received pursuant to a “Qualified Electing Fund” Election) from the Corporation, any gain realized on a disposition
of Common Shares and certain other information.
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 24%, if
(a) a participant fails to furnish its correct United States taxpayer identification number (generally on IRS Form W-9), (b) the
withholding agent is advised the participant furnished an incorrect United States taxpayer identification number, (c) the withholding
agent is notified by the IRS that the participant has previously failed to properly report items subject to backup withholding
tax, or (d) a participant fails to certify, under penalty of perjury, that the participant has furnished its correct United States
taxpayer identification number and that the IRS has not notified the participant that it is subject to backup withholding tax.
However, participants 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 participant’s United States federal income tax liability,
and a participant 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.
United States individuals who hold an interest
in certain “specified foreign financial assets” with value in excess of certain dollar thresholds are required to report
such assets on IRS Form 8938 with their United States federal income tax return, subject to certain exceptions (including an exception
for foreign assets held in accounts maintained by United States financial institutions). Stock issued by a foreign corporation,
such as the Corporation, is treated as a specified foreign financial asset for this purpose. Penalties apply for failure to properly
complete and file IRS Form 8938. Each participant is urged to consult with his or her tax advisor regarding the filing of this
form.
Exhibit 5.1
 |
155 Wellington Street West
Toronto, ON M5V 3J7 Canada
dwpv.com |
File 244504 |
June 13, 2024
Agnico Eagle Mines Limited
145 King Street East
Suite 400
Toronto, ON M5C 2Y7
Dear Sirs/Mesdames:
Registration Statement on Form F-3
We have acted as Canadian counsel to Agnico Eagle Mines Limited (the
“Corporation”) in connection with the filing of a registration statement on Form F-3 (the “Registration
Statement”) with the United States Securities and Exchange Commission pursuant to the United States Securities Act of 1933,
as amended (the “Act”), and the rules and regulations thereunder, that registers 6,000,000 common shares of the
Corporation (the “Shares”) issuable pursuant to the Corporation’s Dividend Reinvestment and Share Purchase Plan
(the “Plan”).
In connection with the opinion hereafter expressed, we have reviewed
such documents and given consideration to such matters of law and fact as we have deemed necessary to render the opinion. As to certain
matters of fact, we have relied upon a certificate of an officer of the Corporation dated the date hereof. For the purposes of the opinion
expressed below, we have assumed, without independent investigation or verification, the genuineness of all signatures (whether on originals
or copies of documents) and the authority of all persons signing documents examined by us, the legal capacity of all natural persons,
the authenticity of all documents and instruments submitted to us as originals, the conformity to originals of all documents and instruments
submitted to us as certified, conformed, photostatic or facsimile copies thereof and the authenticity of the originals of such copies
and facsimiles.
We express no opinion as to the laws or any matters governed by any
laws of any jurisdiction other than the laws of the Province of Ontario and the laws of Canada applicable therein. The opinion herein
is based on the laws of the Province of Ontario and the laws of Canada applicable therein in effect on the date hereof.
Based on and subject to the foregoing, we are of the opinion that
the Shares will be, when issued and delivered in accordance with the terms and conditions of the Plan, validly issued and outstanding
as fully paid and non-assessable common shares of the Corporation.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of our name under the heading “Legal Matters” in the Registration Statement. In giving this consent,
we do not hereby admit that we are in the category of persons whose consent is required by Section 7 of the Act or the rules and
regulations thereunder.
Yours very truly,
/S/ DAVIES WARD PHILLIPS & VINEBERG LLP
Exhibit
8.1
 |
900 Third Avenue 24th Floor
New York, NY 10022 USA
dwpv.com |
June
13, 2024
Agnico Eagle Mines Limited
145 King Street East, Suite 400
Toronto, ON, M5C 2Y7
Dear
Sirs/Mesdames:
In
connection with the filing by Agnico Eagle Mines Limited (the “Company”) of a registration statement on Form F-3 on
June 13, 2024 (the “Registration Statement”) in respect of common shares of the Company to be offered and sold pursuant
to the Company’s Dividend Reinvestment and Share Purchase Plan (the “Plan”), you have asked Davies Ward Phillips
& Vineberg LLP (hereinafter referred to as “Davies”, “we” or “our”) for our
opinion (this “Opinion”) regarding certain material U.S. federal income tax considerations applicable to a participant
in the Plan who is treated as a United States person for United States federal income tax purposes (a “US Participant”),
as more particularly described in the Registration Statement under the caption “Material Income Tax Considerations Relating to the
Plan--United States Federal Income Tax Considerations.”
In
connection with rendering our Opinion, we have examined originals (or copies identified to our satisfaction as true copies of the originals)
of the Registration Statement and the Plan and originals, duplicates or certified or conformed copies of such records, agreements,
instruments and other documents as we have deemed relevant and necessary in connection with our Opinion (collectively, the “Reviewed
Documents”). In our review, we have assumed, with your consent, that all of the representations and statements of a factual
nature set forth in the Reviewed Documents are true and correct, and all of the obligations imposed by any Reviewed Documents on the parties
thereto have been and will be performed or satisfied in accordance with their terms. We have assumed the genuineness of all signatures,
the proper execution of all Reviewed Documents, the authenticity of all Reviewed Documents submitted to us as originals, the conformity
to originals of documents submitted to us as copies, and the authenticity of the originals from which any copies were made. We have also
assumed that the Registration Statement contains no untrue statement of a material fact or omission of a material fact necessary to make
the statements therein not misleading in light of the circumstances under which they were made.
We have relied upon the factual representations contained in the officer's
certificate executed by a duly appointed officer of the Company (the “Officer's Certificate”) setting forth certain
representations relating to, among other things, the Company’s prior, current and projected revenues and assets. Our Opinion assumes
that all of the representations contained in the Officer's Certificate are accurate and complete, and we have not conducted any independent
inquiry to determine the veracity of any of those representations. Our Opinion further assumes that all such representations will be true
on the effective date of the Registration Statement and that the common shares offered under the Registration Statement will be in conformity
with the terms therein. Any representation or statement in any document upon which we rely that is made “to the best of our knowledge”
or otherwise similarly qualified is assumed to be correct. If any of the matters described in this paragraph were incorrect, our Opinion
might change. The opinions set forth herein are rendered as of the date first provided above, and we undertake no, and specifically disaffirm
any, obligation to update such opinions.
In rendering our Opinion, we have considered and
relied upon the U.S. Internal Revenue Code of 1986, as amended, U.S. Treasury regulations promulgated thereunder, administrative rulings,
judicial decisions, regulations, and procedures issued by the Internal Revenue Service, and such other authorities as we have deemed appropriate.
Based upon the foregoing, and subject to the qualifications and limitations
stated herein, the statements set forth in the Registration Statement under the caption “Material
Income Tax Considerations Relating to the Plan--United States Federal Income Tax Considerations” insofar as they discuss matters
of United States federal tax law and regulations or legal conclusions with respect thereto, constitute our opinion as to the material
United States federal income tax consequences of the ownership and disposition of common shares by US Participants in the Plan.
We hereby consent to the filing of this Opinion as
an exhibit to the Registration Statement and to the reference to us under the caption “Legal Matters” in the Registration
Statement. The issuance of such consent does not concede that we are an “expert” for purposes of the Securities Act of 1933.
Yours truly,
/s/ Davies Ward Phillips & Vineberg
LLP
Exhibit 8.2
 |
155 Wellington Street West
Toronto, ON M5V 3J7 Canada
dwpv.com |
File 244504 |
June 13, 2024
Agnico Eagle Mines Limited
145 King Street East
Suite 400
Toronto, ON M5C 2Y7
Dear Sirs/Mesdames:
Agnico Eagle Mines Limited
We have acted as Canadian counsel to Agnico Eagle Mines Limited (the
“Corporation”) in connection with the filing of a registration statement on Form F-3 (the “Registration
Statement”) with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”),
and the rules and regulations thereunder, that registers 6,000,000 common shares of the Corporation issuable pursuant to the Corporation’s
Dividend Reinvestment and Share Purchase Plan.
We hereby confirm to you that, insofar as they describe provisions
of Canadian federal income tax law, the statements set forth under the caption “Canadian Federal Income Tax Considerations”
in the Registration Statement are, subject to the qualifications, exceptions, assumptions, and limitations contained therein, our opinion.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, or any amendment pursuant to Rule 462 under the Act. In giving this consent, we do not hereby admit that
we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations thereunder.
Yours very truly,
/s/ DAVIES WARD PHILLIPS & VINEBERG LLP
Exhibit 23.1
Consent of Independent Registered Public Accounting
Firm
We consent to the reference to our firm under
the caption "Experts" in the Registration Statement Form F-3 and related Prospectus of Agnico Eagle Mines Limited for
the registration of 6,000,000 of its common shares and to the incorporation by reference therein of our report dated March 22, 2024 with
respect to the consolidated financial statements of Agnico Eagle Mines Limited as of and for the years ended December 31, 2023 and December
31, 2022, and with respect to the effectiveness of internal control over financial reporting as of December 31, 2023 included in its
Annual Report on Form 40-F filed with the Securities and Exchange Commission on March 25, 2024.
| Toronto,
Canada |
/s/
Ernst & Young LLP |
| June 13,
2024 |
Chartered
Professional Accountants
Licensed Public Accountants |
Exhibit 23.5
CONSENT OF Robert
Badiu
I consent to the incorporation by reference in
the Registration Statement on Form F-3 and the related prospectus of certain information that I have prepared or reviewed as a “qualified
person” under the Canadian Securities Administrators National Instrument 43-101 included in Agnico Eagle Mines Limited’s Annual
Report on Form 40-F for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 25, 2024. I also consent
to the reference to my name under the heading “Experts” in such prospectus.
| June 13, 2024 |
|
| |
|
| |
/s/ Robert Badiu |
| |
Robert Badiu |
Exhibit 23.6
CONSENT OF Claude
Bolduc
I consent to the incorporation by reference in
the Registration Statement on Form F-3 and the related prospectus of certain information that I have prepared or reviewed as a “qualified
person” under the Canadian Securities Administrators National Instrument 43-101 included in Agnico Eagle Mines Limited’s Annual
Report on Form 40-F for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 25, 2024. I also consent
to the reference to my name under the heading “Experts” in such prospectus.
| June 13, 2024 |
|
| |
|
| |
/s/ Claude Bolduc |
| |
Claude Bolduc |
| |
General Mills & Surface Superintendent, La Ronde Complex |
Exhibit 23.7
CONSENT OF FranÇois
Bouchard
I consent to the incorporation by reference in
the Registration Statement on Form F-3 and the related prospectus of certain information that I have prepared or reviewed as a “qualified
person” under the Canadian Securities Administrators National Instrument 43-101 included in Agnico Eagle Mines Limited’s Annual
Report on Form 40-F for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 25, 2024. I also consent
to the reference to my name under the heading “Experts” in such prospectus.
| June 13, 2024 |
|
| |
|
| |
/s/ François Bouchard |
| |
François Bouchard |
| |
Senior Geologist, Exploration |
Exhibit 23.8
CONSENT OF Denis
Caron
I consent to the incorporation by reference in
the Registration Statement on Form F-3 and the related prospectus of certain information that I have prepared or reviewed as a “qualified
person” under the Canadian Securities Administrators National Instrument 43-101 included in Agnico Eagle Mines Limited’s Annual
Report on Form 40-F for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 25, 2024. I also consent
to the reference to my name under the heading “Experts” in such prospectus.
| June 13, 2024 |
|
| |
|
| |
/s/ Denis Caron |
| |
Denis Caron |
| |
Senior Advisor, Technical Services |
Exhibit 23.9
CONSENT OF Larry
Connell
I consent to the incorporation by reference in
the Registration Statement on Form F-3 and the related prospectus of certain information that I have prepared or reviewed as a “qualified
person” under the Canadian Securities Administrators National Instrument 43-101 included in Agnico Eagle Mines Limited’s Annual
Report on Form 40-F for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 25, 2024. I also consent
to the reference to my name under the heading “Experts” in such prospectus.
| June 13, 2024 |
|
| |
|
| |
/s/ Larry Connell |
| |
Larry Connell |
| |
Senior Advisor and Reviewer |
Exhibit 23.10
CONSENT OF Vincent
Dagenais
I consent to the incorporation by reference in
the Registration Statement on Form F-3 and the related prospectus of certain information that I have prepared or reviewed as a “qualified
person” under the Canadian Securities Administrators National Instrument 43-101 included in Agnico Eagle Mines Limited’s Annual
Report on Form 40-F for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 25, 2024. I also consent
to the reference to my name under the heading “Experts” in such prospectus.
| June 13, 2024 |
|
| |
|
| |
/s/ Vincent Dagenais |
| |
Vincent Dagenais |
| |
Superintendent, Engineering |
Exhibit 23.11
CONSENT OF Jean-Francois
Dupont
I consent to the incorporation by reference in
the Registration Statement on Form F-3 and the related prospectus of certain information that I have prepared or reviewed as a “qualified
person” under the Canadian Securities Administrators National Instrument 43-101 included in Agnico Eagle Mines Limited’s Annual
Report on Form 40-F for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 25, 2024. I also consent
to the reference to my name under the heading “Experts” in such prospectus.
| June 13, 2024 |
|
| |
|
| |
/s/ Jean-François Dupont |
| |
Jean-François Dupont |
| |
Manager, Metallurgy |
Exhibit 23.12
CONSENT
OF DYANE DUQUETTE
I consent to the incorporation by reference in
the Registration Statement on Form F-3 and the related prospectus of certain information that I have prepared or reviewed as a “qualified
person” under the Canadian Securities Administrators National Instrument 43-101 included in Agnico Eagle Mines Limited’s Annual
Report on Form 40-F for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 25, 2024. I also consent
to the reference to my name under the heading “Experts” in such prospectus.
| June 13, 2024 |
|
| |
|
| |
/s/ Dyane Duquette |
| |
Dyane Duquette |
| |
Vice President, Mineral Resources Management |
Exhibit 23.13
CONSENT OF Juan
Figueroa
I consent to the incorporation by reference in
the Registration Statement on Form F-3 and the related prospectus of certain information that I have prepared or reviewed as a “qualified
person” under the Canadian Securities Administrators National Instrument 43-101 included in Agnico Eagle Mines Limited’s Annual
Report on Form 40-F for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 25, 2024. I also consent
to the reference to my name under the heading “Experts” in such prospectus.
| June 13, 2024 |
|
| |
|
| |
/s/ Juan Figuero |
| |
Juan Figueroa |
| |
Manager, Mineral Resources |
Exhibit 23.14
CONSENT
OF PATRICK FISET
I consent to the incorporation by reference in
the Registration Statement on Form F-3 and the related prospectus of certain information that I have prepared or reviewed as a “qualified
person” under the Canadian Securities Administrators National Instrument 43-101 included in Agnico Eagle Mines Limited’s Annual
Report on Form 40-F for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 25, 2024. I also consent
to the reference to my name under the heading “Experts” in such prospectus.
| June 13, 2024 |
|
| |
|
| |
/s/ Patrick Fiset |
| |
Patrick Fiset |
| |
Director, Technical Services |
Exhibit 23.15
CONSENT OF Paul
Andrew Fournier
I consent to the incorporation by reference in
the Registration Statement on Form F-3 and the related prospectus of certain information that I have prepared or reviewed as a “qualified
person” under the Canadian Securities Administrators National Instrument 43-101 included in Agnico Eagle Mines Limited’s Annual
Report on Form 40-F for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 25, 2024. I also consent
to the reference to my name under the heading “Experts” in such prospectus.
| June 13, 2024 |
|
| |
|
| |
/s/ Paul Fournier |
| |
Paul Andrew Fournier |
| |
Manager, Regional Finance and Strategy |
Exhibit 23.16
CONSENT OF Guy
Gagnon
I consent to the incorporation by reference in
the Registration Statement on Form F-3 and the related prospectus of certain information that I have prepared or reviewed as a “qualified
person” under the Canadian Securities Administrators National Instrument 43-101 included in Agnico Eagle Mines Limited’s Annual
Report on Form 40-F for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 25, 2024. I also consent
to the reference to my name under the heading “Experts” in such prospectus.
| June 13, 2024 |
|
| |
|
| |
/s/ Guy Gagnon |
| |
Guy Gagnon |
Exhibit 23.17
CONSENT
OF DOMINIQUE GIRARD
I consent to the incorporation by reference in
the Registration Statement on Form F-3 and the related prospectus of certain information that I have prepared or reviewed as a “qualified
person” under the Canadian Securities Administrators National Instrument 43-101 included in Agnico Eagle Mines Limited’s Annual
Report on Form 40-F for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 25, 2024. I also consent
to the reference to my name under the heading “Experts” in such prospectus.
| June 13, 2024 |
|
| |
|
| |
/s/ Dominique Girard |
| |
Dominique Girard |
| |
Executive Vice President, Chief Operating Officer Nunavut, Quebec, & Europe |
Exhibit 23.18
CONSENT
OF GUY GOSSELIN
I consent to the incorporation by reference in
the Registration Statement on Form F-3 and the related prospectus of certain information that I have prepared or reviewed as a “qualified
person” under the Canadian Securities Administrators National Instrument 43-101 included in Agnico Eagle Mines Limited’s Annual
Report on Form 40-F for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 25, 2024. I also consent
to the reference to my name under the heading “Experts” in such prospectus.
| June 13, 2024 |
|
| |
|
| |
/s/ Guy Gosselin |
| |
Guy Gosselin |
| |
Executive Vice President, Exploration |
Exhibit 23.19
CONSENT OF STEVEN GRAY
I consent to the incorporation by reference in
the Registration Statement on Form F-3 and the related prospectus of certain information that I have prepared or reviewed as a “qualified
person” under the Canadian Securities Administrators National Instrument 43-101 included in Agnico Eagle Mines Limited’s Annual
Report on Form 40-F for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 25, 2024. I also consent
to the reference to my name under the heading “Experts” in such prospectus.
| June 13, 2024 |
|
| |
|
| |
/s/ Steven Gray |
| |
Steven Gray |
| |
Exploration Manager, Exploration |
Exhibit 23.20
CONSENT OF Nicole
Houle
I consent to the incorporation by reference in
the Registration Statement on Form F-3 and the related prospectus of certain information that I have prepared or reviewed as a “qualified
person” under the Canadian Securities Administrators National Instrument 43-101 included in Agnico Eagle Mines Limited’s Annual
Report on Form 40-F for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 25, 2024. I also consent
to the reference to my name under the heading “Experts” in such prospectus.
| June 13, 2024 |
|
| |
|
| |
/s/ Nicole Houle |
| |
Nicole Houle |
| |
|
Exhibit 23.21
CONSENT OF Dany
Laflamme
I consent to the incorporation by reference in
the Registration Statement on Form F-3 and the related prospectus of certain information that I have prepared or reviewed as a “qualified
person” under the Canadian Securities Administrators National Instrument 43-101 included in Agnico Eagle Mines Limited’s Annual
Report on Form 40-F for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 25, 2024. I also consent
to the reference to my name under the heading “Experts” in such prospectus.
| June 13, 2024 |
|
| |
|
| |
/s/ Dany Laflamme |
| |
Dany Laflamme |
| |
Superintendent, Infrastructure |
Exhibit 23.22
CONSENT OF Sylvie
Lampron
I consent to the incorporation by reference in
the Registration Statement on Form F-3 and the related prospectus of certain information that I have prepared or reviewed as a “qualified
person” under the Canadian Securities Administrators National Instrument 43-101 included in Agnico Eagle Mines Limited’s Annual
Report on Form 40-F for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 25, 2024. I also consent
to the reference to my name under the heading “Experts” in such prospectus.
| June 13, 2024 |
|
| |
|
| |
/s/ Sylvie Lampron |
| |
Sylvie Lampron |
Exhibit 23.23
CONSENT OF Julie
Larouche
I consent to the incorporation by reference in
the Registration Statement on Form F-3 and the related prospectus of certain information that I have prepared or reviewed as a “qualified
person” under the Canadian Securities Administrators National Instrument 43-101 included in Agnico Eagle Mines Limited’s Annual
Report on Form 40-F for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 25, 2024. I also consent
to the reference to my name under the heading “Experts” in such prospectus.
| June 13, 2024 |
|
| |
|
| |
/s/ Julie Larouche |
| |
Julie Larouche |
| |
Manager, Mineral Resources and Reserves |
Exhibit 23.24
CONSENT OF Karl
Leetmaa
I consent to the incorporation by reference in
the Registration Statement on Form F-3 and the related prospectus of certain information that I have prepared or reviewed as a “qualified
person” under the Canadian Securities Administrators National Instrument 43-101 included in Agnico Eagle Mines Limited’s Annual
Report on Form 40-F for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 25, 2024. I also consent
to the reference to my name under the heading “Experts” in such prospectus.
| June 13, 2024 |
|
| |
|
| |
/s/ Karl Leetmaa |
| |
Karl Leetmaa |
| |
Advisor, Metallurgy |
Exhibit 23.25
CONSENT
OF PASCAL LEHOUILLER
I consent to the incorporation by reference in
the Registration Statement on Form F-3 and the related prospectus of certain information that I have prepared or reviewed as a “qualified
person” under the Canadian Securities Administrators National Instrument 43-101 included in Agnico Eagle Mines Limited’s Annual
Report on Form 40-F for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 25, 2024. I also consent
to the reference to my name under the heading “Experts” in such prospectus.
| June 13, 2024 |
|
| |
|
| |
/s/ Pascal Lehouiller |
| |
Pascal Lehouiller |
| |
Advisor, Mineral Resources and Technical Reports |
Exhibit 23.26
CONSENT OF Andre
Leite
I consent to the incorporation by reference in
the Registration Statement on Form F-3 and the related prospectus of certain information that I have prepared or reviewed as a “qualified
person” under the Canadian Securities Administrators National Instrument 43-101 included in Agnico Eagle Mines Limited’s Annual
Report on Form 40-F for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 25, 2024. I also consent
to the reference to my name under the heading “Experts” in such prospectus.
| June 13, 2024 |
|
| |
|
| |
/s/ Andre Leite |
| |
Andre Leite |
| |
Vice President, Ontario |
Exhibit 23.27
CONSENT OF Yanick
Létourneau
I consent to the incorporation by reference in
the Registration Statement on Form F-3 and the related prospectus of certain information that I have prepared or reviewed as a “qualified
person” under the Canadian Securities Administrators National Instrument 43-101 included in Agnico Eagle Mines Limited’s Annual
Report on Form 40-F for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 25, 2024. I also consent
to the reference to my name under the heading “Experts” in such prospectus.
| June 13, 2024 |
|
| |
|
| |
/s/ Yanick Létourneau |
| |
Yanick Létourneau |
| |
Superintendent, Environment |
Exhibit 23.28
CONSENT OF PIERRE
mcMULLEN
I consent to the incorporation by reference in
the Registration Statement on Form F-3 and the related prospectus of certain information that I have prepared or reviewed as a “qualified
person” under the Canadian Securities Administrators National Instrument 43-101 included in Agnico Eagle Mines Limited’s Annual
Report on Form 40-F for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 25, 2024. I also consent
to the reference to my name under the heading “Experts” in such prospectus.
| June 13, 2024 |
|
| |
|
| |
/s/ Pierre McMullen |
| |
Pierre McMullen |
| |
General Superintendent, Technical Servicves Meadowbank |
Exhibit 23.29
CONSENT OF David
Paquin Bilodeau
I consent to the incorporation by reference in
the Registration Statement on Form F-3 and the related prospectus of certain information that I have prepared or reviewed as a “qualified
person” under the Canadian Securities Administrators National Instrument 43-101 included in Agnico Eagle Mines Limited’s Annual
Report on Form 40-F for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 25, 2024. I also consent
to the reference to my name under the heading “Experts” in such prospectus.
| June 13, 2024 |
|
| |
|
| |
/s/ David Paquin Bilodeau |
| |
David Paquin Bilodeau |
| |
Exploration Manager, Quebec |
Exhibit 23.30
CONSENT OF FranÇois
Petrucci
I consent to the incorporation by reference in
the Registration Statement on Form F-3 and the related prospectus of certain information that I have prepared or reviewed as a “qualified
person” under the Canadian Securities Administrators National Instrument 43-101 included in Agnico Eagle Mines Limited’s Annual
Report on Form 40-F for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 25, 2024. I also consent
to the reference to my name under the heading “Experts” in such prospectus.
| June 13, 2024 |
|
| |
|
| |
/s/ François Petrucci |
| |
François Petrucci |
| |
Study Managert |
Exhibit 23.31
CONSENT OF David
Pitre
I consent to the incorporation by reference in
the Registration Statement on Form F-3 and the related prospectus of certain information that I have prepared or reviewed as a “qualified
person” under the Canadian Securities Administrators National Instrument 43-101 included in Agnico Eagle Mines Limited’s Annual
Report on Form 40-F for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 25, 2024. I also consent
to the reference to my name under the heading “Experts” in such prospectus.
| June 13, 2024 |
|
| |
|
| |
/s/ David Pitre |
| |
David Pitre |
| |
Advisor, Resource Geology |
Exhibit 23.32
CONSENT
OF CAROL PLUMMER
I consent to the incorporation by reference in
the Registration Statement on Form F-3 and the related prospectus of certain information that I have prepared or reviewed as a “qualified
person” under the Canadian Securities Administrators National Instrument 43-101 included in Agnico Eagle Mines Limited’s Annual
Report on Form 40-F for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 25, 2024. I also consent
to the reference to my name under the heading “Experts” in such prospectus.
| June 13, 2024 |
|
| |
|
| |
/s/ Carol Plummer |
| |
Carol Plummer |
| |
Executive Vice President, Sustainability, People & Culture |
Exhibit 23.33
CONSENT OF Alexandre
Proulx
I consent to the incorporation by reference in
the Registration Statement on Form F-3 and the related prospectus of certain information that I have prepared or reviewed as a “qualified
person” under the Canadian Securities Administrators National Instrument 43-101 included in Agnico Eagle Mines Limited’s Annual
Report on Form 40-F for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 25, 2024. I also consent
to the reference to my name under the heading “Experts” in such prospectus.
| June 13, 2024 |
|
| |
|
| |
/s/ Alexandre Proulx |
| |
Alexandre Proulx |
| |
Corporate Director, Project Evaluations |
Exhibit 23.34
CONSENT OF Veronika
Raizman
I consent to the incorporation by reference in
the Registration Statement on Form F-3 and the related prospectus of certain information that I have prepared or reviewed as a “qualified
person” under the Canadian Securities Administrators National Instrument 43-101 included in Agnico Eagle Mines Limited’s Annual
Report on Form 40-F for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 25, 2024. I also consent
to the reference to my name under the heading “Experts” in such prospectus.
| June 13, 2024 |
|
| |
|
| |
/s/ Veronika Raizman |
| |
Veronika Raizman |
| |
Manager, Reclamation & Geochemistry |
Exhibit 23.35
CONSENT OF FranÇois
Robichaud
I consent to the incorporation by reference in
the Registration Statement on Form F-3 and the related prospectus of certain information that I have prepared or reviewed as a “qualified
person” under the Canadian Securities Administrators National Instrument 43-101 included in Agnico Eagle Mines Limited’s Annual
Report on Form 40-F for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 25, 2024. I also consent
to the reference to my name under the heading “Experts” in such prospectus.
| June 13, 2024 |
|
| |
|
| |
/s/ François Robichaud |
| |
François Robichaud |
| |
Senior Advisor, Metallurgy |
Exhibit 23.36
CONSENT
OF NATASHA VAZ
I consent to the incorporation by reference in
the Registration Statement on Form F-3 and the related prospectus of certain information that I have prepared or reviewed as a “qualified
person” under the Canadian Securities Administrators National Instrument 43-101 included in Agnico Eagle Mines Limited’s Annual
Report on Form 40-F for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 25, 2024. I also consent
to the reference to my name under the heading “Experts” in such prospectus.
| June 13, 2024 |
|
| |
|
| |
/s/ Natasha Vaz |
| |
Natasha Vaz |
| |
Executive Vice President, Chief Operating Officer Ontario, Australia and Mexico |
Exhibit 23.37
CONSENT OF Devin
Wilson
I consent to the incorporation by reference in
the Registration Statement on Form F-3 and the related prospectus of certain information that I have prepared or reviewed as a “qualified
person” under the Canadian Securities Administrators National Instrument 43-101 included in Agnico Eagle Mines Limited’s Annual
Report on Form 40-F for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 25, 2024. I also consent
to the reference to my name under the heading “Experts” in such prospectus.
| June 13, 2024 |
|
| |
|
| |
/s/ Devin Wilson |
| |
Devin Wilson |
| |
Superintendent, Engineering LZ5 project |
Exhibit 107
Calculation of Filing Fee Tables
Form F-3
(Form Type)
AGNICO EAGLE MINES LIMITED
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities and Carry
Forward Securities
| |
Security
Type |
Security
Class
Title |
Fee
Calculation
Rule or
Carry
Forward
Rule |
Amount
Registered |
Proposed
Maximum
Offering
Price Per
Unit |
Maximum Aggregate
Offering Price |
Fee
Rate |
Amount of
Registration Fee |
Carry
Forward
Form
Type |
Carry
Forward
File
Number |
Carry
Forward
Initial
effective
date |
Filing Fee
Previously
Paid In
Connection
with Unsold
Securities to
be Carried
Forward |
| Newly Registered Securities |
| Fees to Be Paid |
Equity |
Common Shares, without par value |
457(c) |
6,000,000(1) |
US$64.25(2) |
US$385,500,000.00 |
0.0001476 |
US$56,899.80 |
|
|
|
|
| Fees Previously Paid |
- |
- |
- |
- |
- |
|
|
|
|
| Carry Forward Securities |
| Carry Forward Securities |
- |
- |
- |
- |
|
|
|
|
|
| |
Total Offering Amounts |
- |
US$385,500,000.00 |
- |
US$56,899.80 |
|
|
|
|
| |
Total Fees Previously Paid |
- |
- |
- |
- |
|
|
|
|
| |
Total Fee Offsets |
- |
- |
- |
- |
|
|
|
|
| |
Net Fee Due |
- |
- |
- |
US$56,899.80 |
|
|
|
|
(1) Pursuant to Rule 416 of the Securities Act
of 1933, as amended, this Registration Statement shall also cover any additional shares of the Registrant’s common shares (“Common
Shares”) that become issuable under the Registrant’s second amended and restated dividend reinvestment and share purchase
plan by reason of any stock dividend, stock split or similar transaction effected without the receipt of consideration that results in
an increase in the number of the outstanding Common Shares.
(2) Based on the average of the high (US$64.69) and low (US$63.81)
prices of the common shares of the Registrant on the New York Stock Exchange on June 11, 2024, and estimated solely for the purpose of
calculating the amount of the registration fee pursuant to Rule 457(c) under the Securities Act of 1933.
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