Security and Issuer

This Schedule 13D relates to the common shares, without par value (the “Common Shares”), of Cumberland Resources Ltd., a corporation incorporated under the laws of the Province of British Columbia (the “Issuer”).  The principal executive offices of the Issuer are located at 950 - 505 Burrard Street, Vancouver, British Columbia, Canada  V7X 1M4.

Identity and Background

This Schedule 13D is being filed jointly by Agnico-Eagle Mines Limited, a corporation incorporated under the laws of the Province of Ontario (“Agnico”), and Agnico-Eagle Acquisition Corporation, a corporation incorporated under the laws of the Province of British Columbia and a wholly-owned subsidiary of Agnico (“AEAC” and, together with Agnico, the “Reporting Persons”).  The agreement among the Reporting Persons relating to the joint filing of this statement is attached as Exhibit 1 hereto.

Agnico is an established Canadian gold producer with mining operations in Quebec and exploration and development activities in Canada, Finland, Mexico and the United States.

AEAC was formed to effect the transactions described in Item 4 below and has not engaged in any activities other than incident to its formation and such transactions.

The address of the principal business and office of each of the Reporting Persons is 145 King Street East, Suite 500, Toronto, Ontario, Canada  M5C 2Y7.

The name, citizenship, occupation and principal business address of each director and executive officer of the Reporting Persons are listed in Schedule I hereto (the “Schedule I Persons”).

During the last five years, none of the Reporting Persons, or, to the Reporting Persons’ knowledge, any of the Schedule I Persons, has been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Source and Amount of Funds or Other Consideration

On November 20, 2006, Agnico acquired 2,037,000 Common Shares pursuant to a public offering of Common Shares by the Issuer at a price per share of $5.40, and the source of the funds for such acquisition was working capital.

As more fully described in Item 4 hereof, Kerry M. Curtis, J. Michael Kenyon, Abraham Aronowicz, Richard Colterjohn, Walter Segsworth, Jonathan A. Rubenstein, Glen D. Dickson, Michael Carroll, Brad G. Thiele, E.R. (Ted) Rutherglen and Craig Goodings (each a “Shareholder” and, collectively, the “Shareholders”), who together are the record and/or beneficial owners of 8,353,311 Common Shares (including 3,506,250 Common Shares of which the Reporting Persons may acquire beneficial ownership within sixty days of February 14, 2007 through the exercise of options held by the Shareholders), have entered into the Lock-Up Agreement with the Reporting Persons described in Item 4 below.  The transactions contemplated by the Lock-Up Agreement (which is the reason the Reporting Persons may be deemed to be beneficial owners of such Common Shares) are not expected to require the expenditure of any funds.

The Shareholders entered into the Lock-Up Agreement to induce the Reporting Persons to enter into the Support Agreement described in Item 4 below.

Purpose of Transaction

On February 14, 2007, the Reporting Persons entered into a Support Agreement (the “Support Agreement”) with the Issuer.  Subject to the terms and conditions set forth in the Support Agreement, the Reporting Persons have agreed to make an offer to purchase on the basis of 0.185 of a common shares of Agnico per Common Share all of the outstanding Common Shares (together with associated rights under the shareholder rights plan of the Issuer) not already owned by the Reporting Persons, including Common Shares issuable upon the exercise of options, warrants and other convertible securities of the Issuer (the “Offer”).

Pursuant to the terms of the Support Agreement, if all of the conditions of the Offer are satisfied or waived and the Reporting Persons acquire Common Shares (together with associated rights under the shareholder rights plan of the Issuer) pursuant to the Offer, Agnico will take further steps to acquire all remaining Common Shares not already owned by the Reporting Persons (together with associated rights under the shareholder rights plan of the Issuer) in accordance with applicable laws.

After the consummation of all of the transactions contemplated by the Support Agreement (including a compulsory acquisition or subsequent acquisition transaction), Agnico will own the entire equity interest in the Issuer and the Issuer will be a wholly-owned subsidiary of Agnico.

Simultaneously with the execution and delivery of the Support Agreement, Agnico and AEAC entered into a Lock-Up Agreement (the “Lock-Up Agreement”) with the Shareholders.  The Lock-Up Agreement sets forth, among other things: (a) the agreement of the Reporting Persons to abide by and perform their respective obligations under the Lock-Up Agreement, the Support Agreement and the Offer and certain other covenants with respect to the Offer; and (b) the agreement of the Shareholders, subject to the terms and conditions of the Lock-Up Agreement, to tender the Lock-Up Shares in valid acceptance of the Offer and not to withdraw them except as permitted by the Lock-Up Agreement.

Pursuant to the Lock-Up Agreement, each Shareholder has agreed to, among other things, irrevocably tender the Common Shares owned or controlled by such Shareholder as of February 14, 2007 and any Common Shares subsequently acquired by such Shareholder, upon the exercise

of outstanding options to purchase Common Shares or otherwise (the “Lock-Up Shares”), within ten days following the mailing of the Offer, including Common Shares acquired subsequent to the entering into of the Lock-Up Agreement.  Each Shareholder also agreed to support the completion of any alternative transaction proposed by the Reporting Persons and not to exercise any rights of dissent it may have in connection with any alternative transaction.

Each Shareholder covenanted pursuant to the Lock-Up Agreement that it would: (a) not directly or indirectly solicit, initiate, assist or knowingly encourage the initiation or continuation of a potential proposal from any person other than the Reporting Persons relating to the assets of or any equity interest in the Issuer or other similar transaction or business combination (an “Acquisition Proposal”); (b) immediately cease any existing discussions or negotiations that it may have been having with any parties, other than the Reporting Persons, with respect to any potential Acquisition Proposal; (c) promptly notify the Reporting Persons of every communication received by the Shareholder in connection with any potential bona fide Acquisition Proposal that could reasonably be considered to be comparable to the Offer; (d) not sell, option, transfer, pledge, encumber, grant a security interest in or otherwise convey any of its Lock-Up Shares, or any right or interest therein except pursuant to the Offer; (e) not grant or agree to grant any proxy or other right to vote its Lock-Up Shares; (f) not take any other action of any kind that could be regarded as possibly reducing the success of the Offer; (g) not tender or vote its Lock-Up Shares in favor of any Acquisition Proposal; (h) use commercially reasonable efforts to assist the Reporting Persons and the Issuer to successfully complete the Offer; (i) not purchase or obtain or enter into any agreement or right to purchase additional Common Shares or any other securities of the Issuer until the termination of the Lock-Up Agreement; and (j) vote or cause to be voted its Lock-Up Shares to oppose the taking of certain actions by the Issuer.  None of the foregoing covenants restrict any Shareholder who is a director or officer of the Issuer from discharging his fiduciary obligations to the Issuer or from otherwise acting in accordance with the provisions of the Support Agreement.

The Lock-Up Agreement may be terminated: (a) by mutual consent of the parties to the Lock-Up Agreement; (b) by the Shareholders in the event that (i) there is material non-compliance or breach of representation or warranty by the Reporting Persons, (ii) mailing has not occurred by March 10, 2007, (iii) the terms of the Offer do not conform with the terms set out in the Support Agreement, (iv) the Reporting Persons have not taken up and paid for the Common Shares within the required time frame, (v) the Reporting Persons do not elect to match a superior Acquisition Proposal or (vi) the Support Agreement is terminated; or (c) by the Reporting Persons in the event that (i) there is material non-compliance or breach of representation or warranty by a Shareholder, (ii) conditions of the Offer are not satisfied or waived within the required time frame, (iii) conditions to the requirement of the Reporting Persons to make the Offer are not satisfied or (iv) the Support Agreement is terminated.

Each Reporting Person reserves the right to change its plans and intentions at any time, as it deems appropriate.  In particular, each Reporting Person may at any time and from time to time: acquire Common Shares or securities convertible or exchangeable for Common Shares; dispose of Common Shares which it has acquired; and/or enter into privately negotiated derivative transactions with institutional counterparts to hedge the market risk of some or all of the positions in the Common Shares which it has acquired.  Any such transactions may be effected at any time and from time to time subject to any applicable limitations of the Securities Act of 1933, as amended.  Except as described herein, neither the Reporting Persons, nor, to the Reporting Persons’ knowledge, any of the Schedule I Persons has any present plans or proposals that relate to or would result in any of the actions described in Items 4(a) through (j) of Schedule 13D under Rule 13d-1(a).  To the Reporting Persons’ knowledge, any of the Schedule I Persons may make the same evaluation and reserve the same rights.

The foregoing summaries of the Support Agreement and the Lock-Up Agreement do not purport to be complete and are qualified in their entirety by reference to the complete text of such agreements attached hereto as Exhibit 2 and Exhibit 3, respectively, and are incorporated herein by reference.

Interest in Securities of the Issuer

(a) and (b)              As of February 14, 2007, Agnico owned 2,037,000 Common Shares, representing approximately 2.7% of the outstanding Common Shares as of February 14, 2007 as reported in the Support Agreement, and has the sole power to vote, direct the vote, dispose of or direct the disposition of such Common Shares.  As of February 14, 2007, AEAC did not own any Common Shares.  However, as of February 14, 2007, under the definition of “beneficial ownership” as set forth in Rule 13d-3 under the Exchange Act, Agnico and AEAC may be deemed to have shared power to vote, direct the vote, dispose of or direct the disposition of (and therefore beneficially own) 8,353,311, representing approximately 10.6% of the outstanding Common Shares as of February 14, 2007 as reported in the Support Agreement(1).  Accordingly, the percentage of outstanding Common Shares that may be beneficially owned by Agnico is approximately 13.2% and the percentage of the outstanding Common Shares that maybe be beneficially owned by AEAC is approximately 10.6%.  The beneficial ownership of the 8,353,311 Common Shares referred to above that are subject to the Lock-Up Agreement is expressly disclaimed by each of the Reporting Persons.

(c)                           Except as set forth in this Item 5, none of the Reporting Persons nor, to the Reporting Persons’ knowledge, any of the Schedule I Persons, has beneficial ownership of, or has engaged in any transaction during the past 60 days in, any Common Shares.

1       This number includes 3,506,250 Common Shares of which the Shareholders may acquire ownership of within sixty days February 14, 2007 through the exercise of options held by the Shareholders; however, to date such options remain unexercised and neither Agnico nor AEAC has any right to direct the exercise of any of such Common Shares.  The Reporting Persons may be deemed for purposes of Rule 13d-3 under the Exchange Act to share with the Shareholders the direct or indirect power to vote, direct the voting of, dispose of or direct the disposition of any Common Shares resulting from the exercise of any such options held by the Shareholders.