-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B/3hnItSCQvWQq7sqdbG98TNtRmtwQp9l5sAcSgW3PxH7wsV4sPrK93ZETOfgFn4 XlLK6Y1Vg62X3lcNlFidvw== 0001047469-05-028301.txt : 20051215 0001047469-05-028301.hdr.sgml : 20051215 20051215142626 ACCESSION NUMBER: 0001047469-05-028301 CONFORMED SUBMISSION TYPE: 20-F/A PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20051215 DATE AS OF CHANGE: 20051215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AGNICO EAGLE MINES LTD CENTRAL INDEX KEY: 0000002809 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 20-F/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-13422 FILM NUMBER: 051266205 BUSINESS ADDRESS: STREET 1: 145 KING STREET EAST STREET 2: SUITE 500 CITY: TORONTO STATE: A6 ZIP: M5C 2Y7 BUSINESS PHONE: 4169471212 MAIL ADDRESS: STREET 1: BROWN RUDNICK BERLACK ISRAELS LLP CITY: BOSTON STATE: MA ZIP: 02138 20-F/A 1 a2166024z20-fa.htm FORM 20-F/A
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 20-F/A
(Amendment No. 1)

o    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
OR
ý    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004
OR
o    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                          to                         
OR
o    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
Date of event requiring this shell company report                         .

Commission file number: 1-13422


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

Not Applicable

(Translation of Registrant's Name or Organization)

Ontario, Canada

(Jurisdiction of Incorporation or Organization)

145 King Street East, Suite 500
Toronto, Ontario, M5C 2Y7

(Address of Principal Executive Offices)


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

Common Shares without par value
(Title of Each Class)
  The Toronto Stock Exchange and
the New York Stock Exchange
(Name of Each Exchange on Which Registered)
Securities registered or to be registered pursuant to Section 12(g) of the Act

Share Purchase Warrants
(Title of Class)

        Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: Convertible Subordinated Debentures due 2012 (Title of Class)

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

        86,072,779 Common Shares as of December 31, 2004

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

Yes    ý            No    o

        Indicate by check mark which financial statement item the registrant has elected to follow:

Item 17    o            Item 18    ý

        If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934):

Yes    o            No    ý




Item 19. Exhibit Index

        Exhibits and Exhibit Index.    The following Exhibits are filed as part of this Annual Report and incorporated herein by reference to the extent applicable.

Exhibit No.

  Description
1.01*   Bylaws of the Company and Articles of Amalgamation of the Company, incorporated by reference to the (incorporated by reference to Exhibit 99F to the Registrant's Annual Report on Form 20-F for the fiscal year ended December 31, 2003).
4.01*   Credit Agreement (incorporated by reference to Exhibit 4 to the Registrant's Annual Report on Form 20-F for the fiscal year ended December 31, 2003).
4.02*   Form of Trust Indenture (incorporated by reference to exhibit 7.1 to the Registrant's Registration Statement on Form F-10/A (File No. 333-100902) filed with the SEC on November 8, 2002).
4.03*   Form of Warrant Indenture (incorporated by reference to exhibit 7.1 to the Registrant's Registration Statement on Form F-10/A (File No. 333-100850) filed with the SEC on November 6, 2002).
11.01*   Code of Ethics (incorporated by reference to Exhibit 99E to the Registrant's Annual Report on Form 20-F for the fiscal year ended December 31, 2003).
12.01**   Certification Pursuant to Section 302 of The Sarbanes-Oxley Act Of 2002
12.02**   Certification Pursuant to Section 302 of The Sarbanes-Oxley Act Of 2002
13.01**   Certification pursuant to Title 18, United States Code, Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Sean Boyd).
13.02**   Certification pursuant to Title 18, United States Code, Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (David Garofalo).
15.01*   Notice of Annual and Special Meeting of Common Shareholders and Management Proxy Circular dated March 21, 2005.
15.02*   Consent of Independent Registered Public Accounting Firm.
15.03**   Consent of Independent Registered Public Accounting Firm.

*
Not Filed herewith. In accordance with Rule 12b-32 promulgated pursuant to the Securities Exchange Act of 1934, as amended, reference is made to the documents previously filed with the Securities and Exchange Commission, which are incorporated by reference herein.

**
Filed herewith.


SIGNATURES

        The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

    AGNICO-EAGLE MINES LIMITED

Toronto, Canada
December 14, 2005

 

 

 

 

 

By:

/s/  
DAVID GAROFALO      
David Garofalo
Vice-President, Finance and
Chief Financial Officer

Exhibit No.

  Description
1.01*   Bylaws of the Company and Articles of Amalgamation of the Company, incorporated by reference to the (incorporated by reference to Exhibit 99F to the Registrant's Annual Report on Form 20-F for the fiscal year ended December 31, 2003).
4.01*   Credit Agreement (incorporated by reference to Exhibit 4 to the Registrant's Annual Report on Form 20-F for the fiscal year ended December 31, 2003).
4.02*   Form of Trust Indenture (incorporated by reference to exhibit 7.1 to the Registrant's Registration Statement on Form F-10/A (File No. 333-100902) filed with the SEC on November 8, 2002).
4.03*   Form of Warrant Indenture (incorporated by reference to exhibit 7.1 to the Registrant's Registration Statement on Form F-10/A (File No. 333-100850) filed with the SEC on November 6, 2002).
11.01*   Code of Ethics (incorporated by reference to Exhibit 99E to the Registrant's Annual Report on Form 20-F for the fiscal year ended December 31, 2003).
12.01**   Certification Pursuant to Section 302 of The Sarbanes-Oxley Act Of 2002 (Subsections (A) And (B) Of Section 1350, Chapter 63 Of Title 18, United States Code) (Sean Boyd)
12.02**   Certification Pursuant to Section 302 of The Sarbanes-Oxley Act Of 2002 (Subsections (A) And (B) Of Section 1350, Chapter 63 Of Title 18, United States Code) (David Garofalo)
13.01**   Certification pursuant to Title 18, United States Code, Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Sean Boyd).
13.02**   Certification pursuant to Title 18, United States Code, Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (David Garofalo).
15.01*   Notice of Annual and Special Meeting of Common Shareholders and Management Proxy Circular dated March 21, 2005.
15.02*   Consent of Independent Registered Public Accounting Firm.
15.03**   Consent of Independent Registered Public Accounting Firm.

*
Not Filed herewith. In accordance with Rule 12b-32 promulgated pursuant to the Securities Exchange Act of 1934, as amended, reference is made to the documents previously filed with the Securities and Exchange Commission, which are incorporated by reference herein.

**
Filed herewith.



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SIGNATURES
EX-12.01 2 a2166024zex-12_01.htm EXHIBIT 12.01
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EXHIBIT 12.01


CERTIFICATION

I, Sean Boyd, Vice-Chairman and Chief Executive Officer of Agnico-Eagle Mines Limited (the "Company"), certify that:

1.
I have reviewed this Annual Report on Form 20-F of the Company for the year ended December 31, 2004, as amended;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4.
The Company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) [omitted] for the Company and have:

a.
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.
[omitted]

c.
evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.
disclosed in this report any change in the Company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

5.
The Company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions):

a.
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and

b.
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 
   
    By: /s/ Sean Boyd                         
Sean Boyd
Vice-Chairman and Chief Executive Officer
Toronto, Canada
December 14, 2005
   



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CERTIFICATION
EX-12.02 3 a2166024zex-12_02.htm EXHIBIT 12.02
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EXHIBIT 12.02


CERTIFICATION

I, David Garofalo, Vice President, Finance and Chief Financial Officer of Agnico-Eagle Mines Limited (the "Company"), certify that:

1.
I have reviewed this Annual Report on Form 20-F of the Company for the year ended December 31, 2004, as amended;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4.
The Company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) [omitted] for the Company and have:

a.
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.
[omitted]

c.
evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.
disclosed in this report any change in the Company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

5.
The Company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions):

a.
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and

b.
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 
   
    By: /s/ David Garofalo                         
David Garofalo
Vice President, Finance and
Chief Financial Officer
Toronto, Canada
December 14, 2005
   



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CERTIFICATION
EX-13.01 4 a2166024zex-13_01.htm EXHIBIT 13.01
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Exhibit 13.01


Certification of Chief Executive Officer pursuant to
Title 18, United States Code, Section 1350, as adopted pursuant to
Section 906 of The Sarbanes-Oxley Act of 2002

I, Sean Boyd, Vice-Chairman and Chief Executive Officer of Agnico-Eagle Mines Limited (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

1.
The Annual Report on Form 20-F of the Company for the year ended December 31, 2004, as amended, (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


 
   
   
Toronto, Canada   By:   /s/ Sean Boyd                                
December 14, 2005       Sean Boyd
Vice-Chairman and Chief Executive Officer

        A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.




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Certification of Chief Executive Officer pursuant to Title 18, United States Code, Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
EX-13.02 5 a2166024zex-13_02.htm EXHIBIT 13.02
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EXHIBIT 13.02


Certification of Chief Financial Officer pursuant to
Title 18, United States Code, Section 1350, as adopted pursuant to
Section 906 of The Sarbanes-Oxley Act of 2002

I, David Garofalo, Vice-President, Finance and Chief Financial Officer of Agnico-Eagle Mines Limited (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

1.
The Annual Report on Form 20-F of the Company, for the year ended December 31, 2004, as amended, (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


 
   
   
Toronto, Canada   By:   /s/ David Garofalo                                
December 14, 2005       David Garofalo
Vice President, Finance and Chief Financial Officer

        A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished o the Securities and Exchange Commission or its staff upon request.




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Certification of Chief Financial Officer pursuant to Title 18, United States Code, Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
EX-15.03 6 a2166024zex-15_03.htm EXHIBIT 15.03
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EXHIBIT 15.03


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-3) (Registration No. 333-10690) pertaining to the Agnico-Eagle Mines Limited Dividend Reinvestment and Share Purchase Plan of our report dated February 22, 2005, with respect to the consolidated financial statements of Agnico-Eagle Mines Limited as of December 31, 2004 which reports appear in the December 31, 2004 Annual Report on Form 20-F of Agnico-Eagle Mines Limited.

 
   
    /s/ ERNST & YOUNG LLP
Chartered Accountants
Toronto, Canada
December 14, 2005.
   



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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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