PATENT AND KNOW-HOW LICENSE AGREEMENT



 






Exhibit 4(l)




PATENT AND KNOW-HOW LICENSE AGREEMENT




     THIS AGREEMENT, effective the 5 day of August, 1995, is made by and
between:




	 	 	SHERRITT INC., an Ontario Corporation, having a business office
at Fort Saskatchewan, Alberta, Canada (hereinafter called
“Sherritt”);





and





	 	 	LIHIR MANAGEMENT COMPANY PTY LTD, a company
incorporated in Papua New Guinea (hereinafter called “LMC”),
for and on behalf of LIHIR GOLD LIMITED, a company
incorporated in Papua New Guinea (hereinafter call “LGL”).





     WITNESSETH:



     WHEREAS Sherritt possesses designs, inventions (both patented and
unpatented), technical experience, data and other valuable information and
Know-how (as hereinafter defined) relating to processes, methods and apparatus
for the pressure oxidation treatment of ores, concentrates and other metal
bearing material, including gold bearing ores and concentrates, for recovery of
metal and non-metal values; and



     WHEREAS LMC as manager for LGL desires to obtain a right and license to
use confidential and proprietary Pressure Oxidation Technology (as hereinafter
defined) to recover gold and silver values from ore and/or concentrate from the
property on Lihir Island in Papua New Guinea shortly to be acquired by LGL from
the Lihir Joint Venture (the “Site”), and may wish to install a plant based on
all or part of this Technology at the site (the “Project”), and Sherritt is
willing to grant such right and license to LMC; and



     WHEREAS LMC or a predecessor company for and on behalf of the Lihir
Joint Venture has made an initial payment to Sherritt of US$ 332,342.00, and
Sherritt has disclosed certain information regarding the Know-how to LMC.



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     NOW, THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
mutual covenants herein contained and for other valuable consideration,
including payment made by LMC or by a predecessor company for and on behalf of
the Lihir Joint Venture, and disclosure made by Sherritt prior the execution of
this Agreement, the parties hereto agree as follows:



ARTICLE 1




Definitions




1.01 The “Plant” means a facility at the Site utilizing the Pressure Oxidation
Technology.



1.02 “Plant Process” means the process for recovering gold (and obtaining silver
and other by-products) from Gold Bearing Materials by application of the
Pressure Oxidation Technology alone or in combination with other process steps.
The block flow diagram shown in Figure 1 of Appendix 1 attached hereto
illustrates one embodiment of the Plant Process licensed under this agreement.



1.03 “Gold Bearing Material” means gold ore, concentrate, or other gold bearing
material which is of economic value primarily on account of its gold and silver
contents.



1.04 “Pressure Oxidation Technology” means the treatment of Gold Bearing
Material by use of proprietary Sherritt methods which include the following
operations:




	a)   making up of aqueous slurry of Gold Bearing Material and feeding
said slurry into a pressure vessel with or without pretreatment to
improve the amenability of the material to pressure oxidation;

	 
	b)   pressure oxidizing said slurry of Gold Bearing Material in an
aqueous sulphuric acid solution in one or more stages to oxidize the
sulphidic minerals at least in part to liberate gold and silver;

	 
	c)   discharging the pressure oxidized slurry from the pressure vessel;
and

	 
	d)   washing and conditioning said discharged pressure oxidized slurry
for subsequent treatment for recovery of gold and silver therefrom,
preferably by cyanidation.





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1.05 “Sherritt Patent Rights” means those patents and patent applications, both
Canadian and foreign, listed in Appendix 2 and/or all other patents and patent
applications now or subsequently owned or controlled by Sherritt or under which
Sherritt has licensing rights and which would necessarily be infringed by the
design, construction, operation or maintenance of the Plant or the sale of
products therefrom.



1.06 “Invention” shall mean any original development, design, improvement,
discovery, concept or idea, which is not generally available to the public
through publications or other sources, and includes but is not limited to
processes, methods, apparatus, compositions of matter, formulae, and techniques
which are, or could be useful in the practice of the Pressure Oxidation
Technology.



1.07 “Know-how” means Sherritt technical information, whether or not reduced to
writing, whether patented, patentable or unpatentable, concerning the Pressure
Oxidation Technology and its commercial application, including any information
which is or could be useful in the design, engineering, construction, operation
and maintenance of the Plant.



1.08 “Tonne” shall mean a metric ton of 2,204.62 pounds avoirdupois.



1.09 “Date of Commencement of Operations” shall mean the date upon which Gold
Bearing Material has first been introduced into an Autoclave in the Plant.



1.10 “Pressure Oxidation Circuit” means that portion of the Plant wherein the
Pressure Oxidation Technology is employed.



1.11 “Basic License Fee” has the meaning specified in Articles 4.01, 4.02 and
4.03 of this Agreement.



1.12 “Capacity Fee” has the meaning specified in Articles 4.03 and 4.04 of this
Agreement.



1.13 The term “Supplemental Capacity Fee” shall have the meaning specified in
Article 4.05 of this Agreement.



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1.14 The term “Dollar” and the symbol “$” means United States dollars unless the
contrary is specifically stated.



1.15 “Process Engineering Document” means the Sherritt report which will include
the process description, process design criteria, process flowsheets, mass and
heat balances and preliminary process control philosophy diagrams concerning the
Pressure Oxidation Circuit.



1.16 “Decision to Proceed with the Project” means the point when LGL issues its
securities to the public at the completion of its initial public offering.



1.17 “Autoclave” means a pressurized vessel in which step (b) as defined in
Article 1.04 of the Pressure Oxidation Technology is performed.



ARTICLE 2




Disclosure of Know-How




2.01 Sherritt shall, from time to time, and to such extent that is reasonably
necessary for the performance of this Agreement, furnish to LMC, Know-how
existing at date of this Agreement or acquired by Sherritt up to the Date of
Commencement of Operations which is or could be useful in the design,
engineering, procurement, construction, start-up and operation of the Plant, and
which Sherritt has the right to furnish.



2.02 For a period of five (5) years following the Date of Commencement of
Operations, Sherritt shall furnish to LMC, if requested by LMC and at LMC’s
expense, such further Know-how as either party reasonably considers useful in
the operation or maintenance of the Plant and which Sherritt has in its
possession and has the right to furnish to LMC at the time of such request.
Prior to commencement of furnishing such Know-how, Sherritt shall provide LMC
with an estimate of the cost of furnishing such additional Know-how. Such cost
shall include only the actual and reasonable expenses of transferring such
Know-how to LMC.



2.03 For a period of five (5) years following the Date of Commencement of



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Operations, LMC shall furnish to Sherritt at the latter’s request and expense,
information developed solely by LMC and exclusively through the operations at
the Site which would reasonably be considered useful for designing, engineering,
procuring, construction and operating the Pressure Oxidation Technology other
than that information relating to equipment not specific to Pressure Oxidation
Technology and process control. Prior to commencement of furnishing such
information, LMC shall provide Sherritt with an estimate of the cost of
furnishing such additional information. Such cost shall include only the actual
and reasonable expenses of transferring such Know-how to Sherritt.



2.04 Sherritt agrees that during the period ending five (5) years from the Date
of Commencement of Operations, it shall permit LMC to inspect, upon reasonable
notice to Sherritt, at reasonable times and at LMC’s own risk and expense, any
portions of the Sherritt plant at Fort Saskatchewan and any other operation or
plant which Sherritt has the right to allow LMC to inspect which pertains to the
Pressure Oxidation Technology. Access to the Sherritt plant and other operation
or plant shall be subject to the reasonable convenience of Sherritt and subject
to the terms and conditions then in effect and determined at the sole discretion
of Sherritt, which may include the signing by visitors of a secrecy agreement
and a waiver of personal liability, restriction of movement within the plant,
observation of all safety rules and regulations promulgated by Sherritt or the
operator of the plant, and continual accompaniment by a Sherritt representative
while at the plant(s). Sherritt reserves the right to limit the total number of
visits and the duration of such visits to any other operation or plant, except
the Fort Saskatchewan plant, by LMC in a given year but in no case shall the
number of allowed visits in a given year be less than two (2) unless mutually
agreed by LMC and Sherritt.



2.05 LMC agrees that, during the period ending five (5) years from the Date of
Commencement of Operations, it shall permit Sherritt, upon reasonable notice to
LMC, to inspect, at reasonable times and at Sherritt’s own risk and expense, any
portions of the Plant and expansions thereof or additions thereto which utilize
the Pressure Oxidation Technology. Access to the Plant shall be subject to the
reasonable convenience of LMC and subject to the terms and conditions then in
effect and determined at the sole discretion



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of LMC, which may include the signing by visitors of a secrecy agreement and a
waiver of personal liability, restriction of movement within the Plant,
observation of all safety rules and regulations promulgated by LMC or the
operator of the Plant, and continual accompaniment by a LMC representative while
at the Plant. LMC reserves the right to limit the total number of visits and the
duration of such visits to the Plant by Sherritt in a given year but in no case
shall the number of allowed visits in a give year be less than two (2) unless
mutually agreed by Sherritt and LMC.



2.06 During the visits referred to in Articles 2.04 and 2.05, the parties shall,
if it is reasonably convenient to do so and subject to the provisions of Article
7, hold discussions and exchange technical information concerning the Pressure
Oxidation Technology and its application in the visitee’s plant(s).



ARTICLE 3




License




     Sherritt hereby grants to LMC in accordance with the terms of this
Agreement a non-exclusive right and license to practice the Inventions covered
by the Sherritt Patent Rights and to utilize Know-how furnished by Sherritt
under this Agreement to design and erect, or have designed and erected for it,
and operate and maintain, or have operated and maintained for it, the Plant and
to use in the Plant the Plant Process, including the right to use, further
process and/or sell anywhere in the world, all products and by-products produced
in the Plant, but not including the right to grant sub-licenses.



ARTICLE 4




Payments for Patent and Know-How License




4.01 In consideration for the right and licenses granted under this Agreement
LMC shall pay to Sherritt a Basic License Fee of One Million Fifty Two Thousand
and Six Hundred Dollars ($1,052,600).



4.02 Subject to the provisions of Article 11.04, the Basic License Fee specified
in Article 4.01 shall be paid as follows:



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	 	 	Basic
	 	Cumulative

	November 5, 1990
	 	$	332,342	 	 	$	332,342	 
	Upon Decision to Proceed
with the Project
	 	 	299,258	 	 	 	631,600	 
	Upon Date of Commencement
of Operations
	 	 	210,500	 	 	 	842,100	 
	One Year From the Date
of Commencement of Operations
	 	 	210,500	 	 	 	1,052,600	 







On November 5, 1990, Kennecott Explorations (Australia) Ltd. (hereinafter
“Kennecott”), predecessor to LMC as Manager of the Lihir Joint Venture paid
$332,342.00 to Sherritt as the first payment of the Basic License Fee.



4.03 The Basic License Fee specified in Articles 4.01 and 4.02 is based on a
Pressure Oxidation Circuit with a design capacity of up to 100,000 tonnes of
sulphide sulphur per annum oxidized in the Autoclave(s) of the Plant (the
“Design Capacity”). When the Design Capacity of the Pressure Oxidation Circuit
is established before the Decision to Proceed with the Project, (the
“Established Design Capacity”), then a Capacity Fee shall be calculated in
accordance with the following formula:



Capacity
Fee ($) = (C - 100,000) x $5.58 (but is never less than zero)



     Where “C” is the Established Design Capacity in tonnes of sulphide
sulphur oxidized in the Autoclave(s) of the Plant.



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4.04 Subject to the provisions of Article 11.04, the Capacity Fee specified in
Article 4.03 shall be paid as follows:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Cumulative
	 	 	Percentage of	 	Percentage of
	 	 	Capacity Fee
	 	Capacity Fee

	Upon Decision to Proceed
with the Project
	 	 	20	 	 	 	20	 
	Upon Date of Commencement
of Operations
	 	 	40	 	 	 	60	 
	One Year from the Date
of Commencement of Operations
	 	 	40	 	 	 	100	 







4.05 If during the ten year period following the Date of Commencement of
Operations of the Plant, the actual annual tonnage of sulphide sulphur oxidized
in the Autoclave(s) of the Plant exceeds 110% of the Established Design Capacity
“C” used to calculate the Capacity Fee in Articles 4.03 and 4.04, then LMC shall
pay Sherritt a Supplemental Capacity Fee of $5.58 for each tonne of sulphide
sulphur oxidized in the Autoclave(s) of the Plant in any calendar year in excess
of the annual tonnage of sulphide sulphur used to calculate the Established
Design Capacity in Article 4.03. The Supplemental Capacity Fee shall be paid by
LMC within sixty (60) days of the end of the calendar year in which such fee was
earned by Sherritt. Once a Supplemental Capacity Fee has been paid, then the
corresponding annual tonnage of sulphide sulphur shall become the Established
Design Capacity of the Plant and shall form the basis of any subsequent
Supplemental Capacity Fee calculation.



4.06 The payments referred to in Articles 4.01, 4.02, 4.04 and 4.05 shall, once
made, secure a fully paid-up, irrevocable perpetual license for the Plant for a
capacity of up to that capacity in respect of which such payment is made.



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4.07 The provisions of Article 4.05 shall be applicable to any increase in
capacity obtained by installation of any pressure vessels in addition to those
included in the Plant in respect of which the Established Design Capacity is
calculated in Article 4.03.



4.08 Subject to the provisions of Article 11.04, an Escalation Fee will be paid
by LMC to Sherritt one year from the Date of Commencement of Operations. The
Escalation Fee shall be the lessor of the Gold Price Escalation Fee defined in
Article 4.09 or the Chemical Engineering Plant Cost Index Escalation Fee defined
in Article 4.10, but shall not be less than zero ($0).



4.09 The Gold Price Escalation Fee shall be determined according to the
following formula:



Gold
Price Escalation Fee ($) = (BLF + CF) x (GP1 - GP2)/GP2



Where “BLF” is the Basic License Fee defined in Article 4.01, “CF” is the
Capacity Fee established according to Article 4.03, “GP1,” is the Comex first
position settlement average gold price for the month previous to that in which
the payment is made, and “GP2” is the Comex first position settlement average
gold price for May, 1988 ($452.1 per fine troy ounce). In the event this index
is discontinued, then “GP1” shall be the Monthly Average London PM Fix gold
price, as published in Metals Week, or another mutually agreed upon gold price
index for the month previous to that in which the payment is made.



4.10 The Chemical Engineering Plant Cost Index Escalation Fee shall be
determined according to the following formula:



Chemical Engineering Plant

Cost Index Escalation Fee ($) = (BLF + CF) x (CE1 - CE2)/CE2



Where “BLF” is the Basic License Fee defined in Article 4.01, “CF” is the
Capacity Fee established according to Article 4.03, “CE1,” is the preliminary
Chemical Engineering Plant Cost Index for the month previous to that in which
the payment is made, and “CE2” is the Chemical Engineering Plant Cost Index for
the month of May, 1988 (339.8). In the event this index is discontinued, then
the last published preliminary Chemical Engineering Plant Cost Index shall be
escalated five percent (5%) per twelve (12) month period to establish CE1.



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4.11 All payments under Articles 4.02, 4.04, 4.05 and 4.08 hereof shall be made
within thirty (30) days of due date in United States Dollars to Sherritt at the
address provided for in Article 10 hereof; or at any other location in the U.S.
and Canada that Sherritt shall have designated to LMC in writing.



4.12 Any and all taxes, dues, fees, charges and duties, including withholding
tax on licenses and Know-how levied by the Government of Papua New Guinea, or
any other Government based on their laws and regulations, relating to the
performance of the obligations under this contract shall be borne by the party
so taxable by such government.



ARTICLE 5




Responsibilities of Sherritt




5.01 Sherritt warrants that it is the owner of and has the right to license to
LMC the Sherritt Patent Rights and Know-how, and that the practice of the
Sherritt Patent Rights and Know-how will not infringe the claims of any third
party patent, or any other third party proprietary rights. Sherritt warrants
that the Know-how constitutes the most accurate, complete and current
information available to it as of the date that Sherritt discloses same to LMC.
Sherritt does not warrant any validity of the Sherritt Patent Rights. Sherritt
warrants that it has no knowledge adverse to the validity or enforceability of
the Sherritt Patent Rights.



5.02 It is understood that Sherritt does not guarantee the operating performance
of the Plant or the Plant Process or any part thereof.



5.03 To the best of Sherritt’s knowledge and belief, the practice of the
Pressure Oxidation Technology in the Plant will not infringe any third party
patents, or any other third party proprietary rights. However, in the event
charges of patent infringement are made against LMC as a result of the use of
the Pressure Oxidation Technology in the Plant, such charges shall immediately
be made known to Sherritt and the parties shall cooperate and confer with
respect to disposition of the same. Should such charges result in any action



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against LMC alleging that the use of the Pressure Oxidation Technology in the
Plant infringes a patent or other proprietary right held by a third party,
Sherritt, at its own expense shall defend such action and shall indemnify LMC
against all damages and expenses in connection therewith; PROVIDED:



a) LMC shall assist Sherritt in every proper way in defense of such
action, including furnishing evidence and information in its possession
relating to the defense of such action;



b) LMC shall have the right, at its own expense, to have its own
counsel attend any proceedings in connection with any such action if it
so desires;



c) LMC shall have the right to make or negotiate any settlement with
any claimant or plaintiff in such action with prior written consent of
Sherritt;



d) LMC is not in default of any of its material obligations hereunder;
and



e) That the charge of patent infringement has not arisen because of the
employment or practice of Pressure Oxidation Technology in the Plant by
LMC in a manner which is not in accordance with Sherritt’s
recommendations.



5.04 Should the use of the Pressure Oxidation Technology in the Plant be held to
constitute an infringement of any patent issued while this Agreement is in
effect, then Sherritt shall at its own expense, either:



a) obtain a license under said patent at no cost to LMC and/or



b) make sure changes in the design and/or operation of the Plant as are
necessary to avoid infringement of the patent without reduction in the
productive capacity of the Plant and/or in the quality of the product
and/or increase in the cost of production, and/or



c) assume the cost of defending LMC if a Court action is entered
against LMC based on the alleged infringement of such patent and pay
any award by the Court against LMC as a result of the infringement of
the patent and assume the cost either of obtaining a license under the
patent or revising the Plant and/or the Pressure Oxidation Technology
used therein to avoid further infringement of the patent after such
award without reduction in the production capacity of the Plant and/or
in the quality of the product and/or increase in the cost of
production.



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5.05 It is understood and agreed, however, that the aggregate amount of
Sherritt’s liability in respect of any such claims related to third party
patents utilized in the Plant shall not exceed the sum of Two Hundred and Fifty
Thousands Dollars ($250,000). It is further understood and agreed that Sherritt
shall be under no obligation or liability hereunder, if such claim of
infringement is the result of the use of the pressure Oxidation Technology in
combination with the apparatus, material, or process, or in the Plant embodying
the same, made by other than Sherritt without Sherritt’s specific written
approval. Sherritt approval. Sherritt shall have no liability in respect of
claims based on material, processes and apparatus not designed by Sherritt. The
foregoing states Sherritt’s entire obligation and liability to LMC with respect
to any actual or alleged patent infringement.



5.06 Except as provided in Article 3.07 of the Technical Services Agreement
(covering work to be performed by Sherritt in Papua New Guinea) between LMC and
Sherritt dated the same date as this Agreement, Sherritt’s cumulative financial
liability under this contract and any other contracts between the parties
relating to the Project for all obligations, warranties, representations and
indemnifications whether expressed or implied, whether arising by reason of
contract, tort, negligence or otherwise, arising by reason of Sherritt entering
into this contract is limited to $250,000.



5.07 Under no circumstances shall Sherritt be liable for any indirect or
consequential damages arising out of, or relating to, the subject matter of this
Agreement, including but not limited to, loss of use, loss of products, loss of
raw materials or loss of profit.



ARTICLE 6




Future Know-How and Inventions




6.01 LMC agrees that if, for a period beginning with the date of the Agreement
and terminating five (5) years following the Date of Commencement of Operations,
LMC shall make any Inventions based on information developed and used solely by
LMC and exclusively at the Plant and which it has the right to license, LMC
shall disclose the same to Sherritt and, in the event any patents are obtained
for such Inventions, LMC shall, at



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Sherritt’s request grant, and this Agreement shall be effective to grant to
Sherritt an irrevocable, non-exclusive, royalty-free license and right to
practice and sub-license others to practice the Inventions covered by such
patents and to sell the products of such practice anywhere in the world.



6.02 Sherritt agrees that if, for a period beginning with the date of the
Agreement and terminating five (5) years following the Date of Commencement of
Operations, should Sherritt make or acquire the rights to license any invention
which is or could be useful in LMC’s practice of the Pressure Oxidation
Technology in the Plant, Sherritt shall disclose the same to LMC and, in the
event any patents are obtained for such inventions, Sherritt shall, at LMC’s
request, grant, and this Agreement shall be effective to grant, to LMC an
irrevocable, non-exclusive, royalty- free license and right to practice in the
Plant the Inventions covered by such patents and to sell the products of such
practice anywhere in the world.



ARTICLE 7




Confidential Information




7.01 For a period ending ten (10) years following the Date of Commencement of
Operations, LMC shall maintain all Know-how furnished directly or indirectly by
Sherritt to LMC under this Agreement in confidence for use only by LMC in
accordance with the terms of this Agreement and shall not, without the written
consent of Sherritt, disclose or impart such Know-how to others, except to
persons or companies, and only to the extent required, to use the same in the
design, construction or operation of the plant, (any only then provided such
persons or companies are under obligation of secrecy and non-use co-extensive
with that of LMC hereunder); PROVIDED, however, that such obligation of secrecy
and non-use shall not apply to that part of the Know-how received from Sherritt
which: (a) is or becomes known or available to the public through no fault of
LMC or (b) which is shown to be known to LMC prior to disclosure by Sherritt
under this Agreement or under a prior agreement with Sherritt which requires
such information to be kept confidential or (c) which is shown to have been
received from a third party which is not under binder of secrecy to Sherritt
with respect to same or (d) which is independently developed by LMC employees or
consultants who did not have access to Know- how.




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7.02 LMC further agrees to make necessary arrangements to bind its employees,
agents, representatives, bidders, and prospective suppliers and visitors to the
site who, of necessity, shall be given access to or receive disclosures of any
of said information and Know-how to observe the same obligations of
confidentiality and non-use as those of LMC hereunder.



7.03 Notwithstanding any provision in this Agreement to the contrary, LMC may
disclose Know-how to any agency or personnel of any governments as they may
require for the ordinary design, construction, operation and maintenance of the
Plant. In making any such disclosure under this provision, LMC shall treat
Know-how as if it were its own, and LMC shall provide Sherritt with as much
advance notice as is reasonable under the circumstances.



7.04 To the same extent as LMC has agreed to receive and how Know-how in
confidence under the provisions of this Article 7, Sherritt shall receive and
hold in confidence, and shall use only for purposes that advance the transfer of
and use in the Plant of Know-how, all information, including information
regarding the nature and composition of the Lihir ore body, that it may learn
from LMC during the discharge of its obligations or exercise of its right under
this Agreement.



ARTICLE 8




Force Majeure




     The obligations of each of the parties to this Agreement (other than an
obligation to make payments already due) shall be suspended while and so long as
such party is prevented or hindered from complying therewith in whole or in
party by fire, storm, flood, lightning, explosion, vandalism, strikes, lockouts,
disputes or other labor disturbances, mob action, insurrections, revolution,
acts of God or unavoidable accidents; laws, restraints, rules, regulations, or
orders of any national, provincial, municipal or other governmental agency; acts
of war (whether declared or undeclared), or conditions arising out of or
attributable to war, blockade or act of the public enemy; or other matters
reasonably beyond the control of such party, whether or not similar to the
matters herein



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specifically enumerated. Whenever performance of either party’s obligations is
prevented by any such cause, such party shall give reasonable prompt written
notice thereof to the other party.



     Notwithstanding anything in this Article to the contrary, if Sherritt
is unable to complete any work required of Sherritt under this Agreement at its
facilities for whatever reason other than as a result of an act or omission by
LMC, then Sherritt will promptly make arrangements to finish such work on or as
nearly on schedule as is reasonably possible at an alternative facility(ies).



ARTICLE 9




Miscellaneous




9.01 This Agreement shall be binding upon and inure to the benefit of the
parties and their successors and assigns. This Agreement may not be assigned by
either party without the express prior written consent of the other party, which
consent shall not be unreasonably withheld. Any purported assignment by either
party contrary hereto shall be void.



     Notwithstanding the provisions of this Article 9.01, LMC may assign its
interest in this Agreement to any corporation or other form of enterprise which
replaces it as the manager of LGL and the Lihir Project, without the prior
written consent of Sherritt.



     No assignment of this Agreement, including an assignment pursuant to
the foregoing paragraph, shall be valid until and unless the obligations under
this Agreement shall have been assumed by the assignee.



9.02 The waiver of any breach of this Agreement by either party hereto shall in
no way constitute a waiver as to any future breach whether similar or dissimilar
in nature.



9.03 This Agreement, together with all Appendices and Schedules attached hereto,
constitutes the entire Agreement between the parties and supersedes all previous
verbal or written agreements, assurances and undertakings of the parties hereto
relating to the subject matter hereof. Any amendments to this Agreement must be
in writing and signed by duly authorized representatives of each Party.




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9.04 In the event any provision of this Agreement is declared by a court of
competent jurisdiction to be void or unenforceable or becomes unlawful in its
operation, such provision shall not affect the rights and duties of the parties
with regard to the remaining provisions of this Agreement which shall continue
as binding.



9.05 This Agreement shall be construed and interpreted in accordance with the
laws of the province of Ontario, Canada. By entering into this Agreement, the
parties agree to submit to the jurisdiction of the Courts of Ontario for the
purpose of resolving disputes related to the performance of responsibilities
under this Agreement.



ARTICLE 10




Notice




     All notices required or permitted under this Agreement shall
be in writing, and if to Sherritt shall be deemed given if delivered by hand or
sent by telex or fax confirmed by registered mail addressed to:



Sherritt Inc.

Fort Saskatchewan, Alberta

Canada T8L 2P2

Fax: 403-992-5110

Attention: Garry L.
Bolton
                  Manager,
SI Consultants



and if to LMC shall be deemed given if delivered or sent by telex or fax and
confirmed by registered mail addressed to:



Lihir Management Company Pty Ltd

7th Floor, Pacific Place

Cnr. Champion Pde., Musgrave St.

P.O. Box 789

Port Moresby

Papua New Guinea

Facsimile No 675 21 4705

Telephone No 675 21 7711

Attention: John F. O’Reilly

Managing Director of Lihir Management Company



Either party shall have the right to change its address by notice in writing
delivered or sent




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by registered mail to the other party at the address in force hereunder. If a
notice to either party is given by fax, it shall be deemed to be given on the
day such fax is received



ARTICLE 11




Term and Termination




11.01 Unless otherwise terminated as herein provided, this Agreement shall
continue in force and effect for a period ending fifteen (15) years after the
Date of Commencement of Operations or twenty (20) years from the effective date
of contract, whichever is longer. Upon expiry of said term, LMC shall retain the
paid-up rights and licenses provided under this Agreement.



11.02 Each of Sherritt and LMC shall have the right to terminate this Agreement
by written notice to the other if LMC makes a decision not to proceed with
Sherritt Gordon Pressure Oxidation Technology in the construction of the Plant,
and so informs Sherritt in writing. If LMC makes such a decision, it shall not
have any obligation to make any further payment under this Agreement other than
a payment or payments which are due and payable but unpaid at the date of the
notice of decision not to proceed.



11.03 If LMC has not started and continued good faith efforts to begin
construction of the Plant within thirty-six (36) months of the Decision to
Proceed, then Sherritt is released from its obligations under this Agreement to
provide any further Know-how, including the Know-how necessary to render the
Pressure Oxidation Technology operational within the plant, until such time as
LMC commences good faith efforts to begin construction of the Plant.



11.04 If the application of Pressure Oxidation Technology within the Plant is
discontinued prior to one year from the Date of Commencement of Operations,
those payments due Sherritt one year from the Date of Commencement of
Operations, in accordance with Articles 4.02, 4.03, 4.04 and 4.08, shall be
postponed until such time as Pressure Oxidation Technology is again applied in
the Plant.



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11.05 Each of Sherritt and LMC shall have the additional right to terminate this
Agreement by written notice to the other party if the other party shall, at
anytime, fail to make payments or otherwise fail to discharge any of its
obligations hereunder and shall fail to correct such default within sixty days
after the party claiming a default shall have given written notice of its
existence, provided that in the case of a default that cannot be remedied the
right to terminate this Agreement may only be invoked if the default is
material.



11.05 It is agreed that, in the event of termination of the Agreement, the
rights and obligations of the parties described in Article 7 shall survive; and
termination shall not prejudice Sherritt’s right to collect any amounts accrued
or due and owing to Sherritt under the terms of this Agreement.





33









 









ARTICLE 12




Prior Payments and Disclosure of Know-how




     The payment made to Sherritt by Kennecott pursuant to Section
4.02 and disclosure of Know-how by Sherritt to Kennecott prior to the date the
parties executed this Agreement, is subject to the terms and conditions of this
Agreement.



     IN WITNESS WHEREOF the parties have executed this Agreement.



	 	 	 
	

	 	SHERRITT INC.
	 
	 	 
	

	 	By:  /s/
	

	 	
 

	

	 	Vice
President and General Counsel

	

	 	Title:
             and Corporate Secretary
	

	 	 
	

	 	Date: August 18, 1995
	

	 	 
	 
	 	 
	

	 	LIHIR MANAGEMENT COMPANY PTY LTD
	 
	 	 
	

	 	By:  /s/ John O’Reilly
	

	 	
 

	

	 	Title: Managing Director
	

	 	 
	

	 	Date: 5 August 1995
	

	 	 
	 
	

	 	For and on behalf of
	 
	 	 
	

	 	LIHIR GOLD LIMITED







34









 








APPENDIX 1




PLANT PROCESS




     For the purposes of this Agreement, the Plant Process
described in Article 1.02 shall consist of unit operations shown in Figure 1 and
further defined below.



	 	 	 
	

	 	acid pretreatment of the ore;
	 
	 	 
	

	 	pressure oxidation;
	 
	 	 
	

	 	wash circuit;
	 
	 	 
	

	 	flocculant and lignosol feeding systems; and
	

	 	autoclave seal water system.







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APPENDIX 2




SHERRITT PATENT RIGHTS





	1.	 	Recovery of Gold from Refractory Auriferous Iron-Containing Sulphidic
Concentrate (Concentrate Circuit) U.S. Patent 457 1263
	 
	 	 	Patents pending in other countries.
	 
	2.	 	Recovery of Gold from Auriferous Refractory Iron-Containing Sulphidic
Ore (Ore Circuit)
U.S. Patent 457 1264, Canadian Patent 1234991
	 
	 	 	Patents pending in other countries.
	 
	3.	 	Recovery of Gold from Refractory Auriferous Iron-Containing Sulphidic
Material (Agglomeration Control During Pressure Oxidation) U.S. Patent,
4605439, Canadian Patent
	 
	 	 	Patents pending in other countries.
	 
	4.	 	Process for the Pressure Oxidation Acid Leaching of Nonferrous Metal
and Iron-Containing Sulphidic Material (Autoclave Configuration)
U.S. Patent, 4606763, Canadian Patent 1228483
	 
	 	 	Patents pending in other countries.




36









 






	5.	 	Process for Separately Recovering Gold and Silver from Solution by
Carbon Adsorption (Enhanced Silver Recovery in CIP or CIL Circuit)
U.S. Patent 4606766, Canadian Patent 1232139
	 
	 	 	Patents pending in other countries.
	 
	6.	 	Recovery of Gold from Refractory Auriferous Iron-Containing Sulphidic
Material (Column Adsorption of Thickener Overflow and CIL Processing of
Thickener Underflow)
U.S. Patent 4610724, Canadian Patent 1234291
	 
	 	 	Patents pending in other countries.
	 
	7.	 	Process for Recovery of Silver from a Residue Essentially Free of
Elemental Sulphur (Enhanced Silver Recovery by Hot Liming)
U.S. Patent 4632701, Canadian Patent 1229487
	 
	 	 	Patents pending in other countries.




37









 











Lihir Management Company Pty Ltd




	 	 	 
	Sherritt Inc

Saskatchewan

Alberta

CANADA

	 	August 18, 1995







We refer to the following agreements, effective 5 August 1995, between Lihir
Management Company Pty Ltd for and on behalf of Lihir Gold Limited and Sherrit
Inc (collectively, the “Sherrit/LGL Agreements”):



1. Technical Services Agreement;




2. Patent and Know-How License Agreement; and




3. Technical Services Agreement (North America).




We confirm our agreement that these agreements shall be read and construed as
follows:




	1.	 	All references to “this agreement” in clause 7.04 of each of the
Technical Services Agreement (North America) and the Technical Services
Agreement, and clause 9.03 of the Patent and Know-How License
Agreement, shall be deemed to refer to all three of the Sherrit/LGL
Agreements.
	 
	2.	 	The limitation of US$250,000 in clause 3.06 of each of the Technical
Services Agreement (North America) and the Technical Services
Agreement, and clause 5.06 of the Patent and Know-How License
Agreement, will be deemed to be a limitation of liability on the
aggregate liability under all three of the Sherrit/LGL Agreements
(except as otherwise provided in clause 3.07 of the Technical Services
Agreement).
	 
	3.	 	Annexure A hereto shall replace page 16 of 21 of the Technical Services
Agreement.
	 
	4.	 	Annexure B hereto shall replace page 22 of 25 of the Patent and
Know-How License Agreement.
	 
	 	 	Signed for and on behalf of LIHIR MANAGEMENT COMPANY PTY LTD for and
on behalf of LIHIR GOLD LIMITED by:





	 	 	 
	 

	 	/s/ A. Vickerman
	

	 	
 
	

	 	Name (Printed): A. Vickerman
	

	 	Title: Director
	 
	 	 
	

	 	/s/ Samuel W. Ingram
	

	 	
 
	

	 	Signed for and on behalf of SHERRITT INC by:
	 
	 	 
	

	 	SAMUEL W. INGRAM
	

	 	
 
	

	 	Name (Printed):
	

	 	Title: VICE PRESIDENT
	

	 	         AND GENERAL COUNSEL







38









 






A.




[GRAPHIC OMITTED]




Figure 1. Block Flow Diagram of the Process Plant





39









 








B.




[GRAPHIC OMITTED]




Figure 1. Block Flow Diagram of the Process Plant





40