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(LGL LOGO)
    
    EQUIGOLD NL
    
    (LOGO)
 20 March 2008
    
    JOINT ASX ANNOUNCEMENT
 LGL AND EQUIGOLD TO MERGE
    The Merger Proposal
  
    
    24.0% to Equigolds closing price on 19 March 2008, the day prior to the announcement
    
    23.5% to the 1 week VWAP of Equigold shares prior to the announcement
    
    35.3% to the 90 day VWAP of Equigold shares prior to the announcement
 Compelling Merger
   
    
    Reduce risk by bringing the company within a major gold producer with a diversified
portfolio of high quality assets;
    
    Enhance financial strength, providing access to LGLs superior balance sheet position
and funding capability to underpin further growth and development;
    
    Provide financial resources to advance exploration on the companys vast and highly
prospective exploration tenements in Ivory Coast;
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
    
    Enable shareholders to participate in the growth and expansion of the LGL assets at
Lihir Island and at Ballarat in Victoria;
    
    Increase market appeal and liquidity of their investment. Equigolds shareholders can
expect to benefit from exposure to North American capital markets. LGL is listed on both
the Toronto and NASDAQ exchanges and is subject to research published by a number of
leading international security houses;
    
    Increase leverage to the rising gold price, by gaining exposure to LGLs massive gold
resources and reserves and completely unhedged position; and
    
    Deliver shareholders a significant merger premium.
  
    
    Provide important diversification benefits, immediately adding cashflows from Equigolds
Mt Rawdon operation in Queensland, with Bonikro in Ivory Coast to be in production by the
end of July;
    
    Establish a substantial base for growth in the highly prospective greenstone belt in
Ivory Coast, where Equigold has reported promising drill results on extensive exploration
tenements, which are expected to lead to significant growth in resources and reserves;
    
    Increase management capability and operational strength through the addition of high
quality executive management and production teams at Mt Rawdon and Bonikro;
    
    Increase net present value per share, creating strong financial returns for
shareholders.
   
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1.
    
    At Lihir Island, a recent drilling program has identified a major mineralised zone
between the existing Lienetz and proposed Kapit pits, which is likely to lead to a
significant increase in resources.2.
    
    At Ballarat, LGL has identified exploration potential totaling 9.2 million ounces in
the Ballarat region.3.
    
    In Ivory Coast, Equigold holds exploration leases covering some 15,000 square
kilometres of the most prospective regions of the Birimian greenstone belt. Excellent
results have been received from extensive drilling at these tenements, which are expected
to lead to a considerable increase in resources and project development opportunities in
the coming years (Further details of drill results are available from Equigolds December
2007 quarterly report available on their website at www.equigold.com.au).
 
 Directors and Management
  .
   3




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Merger Conditions
    Advisers
  4




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LGL
 
 Equigold
 
 5




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About LGL
    Resources Statement, Lihir Island
 Average
    
    
    ContainedIdentified Mineral
    
    
    Resource
    
    
    Tonnes
    
    
    grade
    
    
    ouncesResource
    
    
    Category
    
    
    (millions)
    
    
    (Au g/t)
    
    
    (millions)Resources as at 31st
December 2007
    
    
    Measured
    
    
    
    53.8
    
    
    
    
    2.52
    
    
    
    
    4.4Indicated
    
    
    
    392.8
    
    
    
    
    2.45
    
    
    
    
    30.9Inferred
    
    
    
    63.4
    
    
    
    
    1.88
    
    
    
    
    3.8
       www.sedar.com
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About Equigold NL
         7




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Gold Resources as at 30 June 2007 (includes reserves)
 Measured
    
    Indicated
    
    InferredProject/Deposit
    
    Tonnes
    
    g/t
    
    Ounces
    
    Tonnes
    
    g/t
    
    Ounces
    
    Tonnes
    
    g/t
    
    OuncesMT RAWDONMt. Rawdon
    
    
    2,904,000
    
    
    
    1.0
    
    
    
    92,200
    
    
    
    41,616,000
    
    
    
    0.9
    
    
    
    1,228,300
    
    
    
    7,603,000
    
    
    
    0.8
    
    
    
    188,500Total Mt Rawdon
    
    
    2,904,000
    
    
    
    1.0
    
    
    
    92,200
    
    
    
    41,616,000
    
    
    
    0.9
    
    
    
    1,228,300
    
    
    
    7,603,000
    
    
    
    0.8
    
    
    
    188,500BONRIKOBonriko (100%)
    
    
    7,039,000
    
    
    
    1.8
    
    
    
    412,000
    
    
    
    11,540,000
    
    
    
    1.7
    
    
    
    635,000
    
    
    
    6,000,000
    
    
    
    1.6
    
    
    
    318,000Equigolds Share (84%)
    
    
    5,913,000
    
    
    
    1.8
    
    
    
    346,000
    
    
    
    9,694,000
    
    
    
    1.7
    
    
    
    533,000
    
    
    
    5,040,000
    
    
    
    1.6
    
    
    
    267,000Total Bonriko
    
    
    5,913,000
    
    
    
    1.8
    
    
    
    346,000
    
    
    
    694,000
    
    
    
    1.7
    
    
    
    533,000
    
    
    
    5,040,000
    
    
    
    1.6
    
    
    
    267,000HIRÉ
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,420,000
    
    
    
    3.4
    
    
    
    267,000Akissi-So (100%)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,044,000
    
    
    
    2.9
    
    
    
    98,100Assonji-So (100%)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,464,000
    
    
    
    3.3
    
    
    
    365,100Total
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,256,000
    
    
    
    3.3
    
    
    
    343,200Equigold Share (94%)Total Hiré
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,256,000
    
    
    
    3.3
    
    
    
    343,200
  Silver Resources as at 30 June 2007 (includes reserves)
 Measured
    
    Indicated
    
    InferredProject/Deposit
    
    Tonnes
    
    g/t
    
    Ounces
    
    Tonnes
    
    g/t
    
    Ounces
    
    Tonnes
    
    g/t
    
    OuncesMT RAWDONMt. Rawdon
    
    
    2,904,000
    
    
    
    2.9
    
    
    
    272,000
    
    
    
    41,616,000
    
    
    
    2.6
    
    
    
    3,452,000
    
    
    
    7,603,000
    
    
    
    2.1
    
    
    
    513,300TOTAL RESOURCES
    
    
    2,904,000
    
    
    
    2.9
    
    
    
    272,000
    
    
    
    41,616,000
    
    
    
    2.6
    
    
    
    3,452,000
    
    
    
    7,603,000
    
    
    
    2.1
    
    
    
    513,300
  8




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About Ivory Coast
      9




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Appendix A
 Summary of Key Terms of Merger Implementation Agreement
 MIA Scheme
 
 Conditions precedent to the Scheme
    
    
    The principal conditions precedent to the implementation of the Scheme include:
 
    
    Board Recommendation:the Equigold Board unanimously recommends the
Scheme in the absence of a superior proposal;
    
    Scheme Participants Approval:the Scheme is approved by the
requisite majorities of the Scheme Participants;
    
    Court Approval:the Court approves the Scheme in accordance with
s411(4)(b) of the Corporations Act;
    
    Independent Expert Report:the Independent Expert concludes that the
Scheme is in the best interests of Equigold shareholders;
    
    Regulatory Approvals:approvals as necessary from applicable
regulatory bodies such as FIRB, ASIC, ASX, PNGSC, SEC, POMSoX, NASDAQ, TSX
and the Ivory Coast Administration des Mines are granted;
    
    Interest in Equigold:no person (other than LGL or any of its
related bodies corporate or an institutional or portfolio investor who is an
existing Equigold shareholder) acquires a Relevant Interest in 10% or more
of Equigold Shares;
    
    No Competing Transaction:Equigold has not entered into a Competing
Transaction;
    
    Gold Price:the Gold Price does not fall below USD 700 per ounce;
    
    Index Decline:the S&P ASX 200 Index does not fall below 4,500 on
any three consecutive trading days.
    
    No Material Adverse Change:no Equigold or LGL Material Adverse
Change occurs;
    
    No Prescribed Event:no Equigold or LGL Prescribed Event occurs; and
    
    No Termination:the MIA has not been terminated.
 
 Exclusivity
    
    
    Until the Second Court Hearing Date:
 
    
    No-Shop Restriction:Equigold must not invite or encourage a
Competing Transaction;
    
    No-Talk Restrictions:Equigold must not negotiate or enter into
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discussions with any other person in relation to a Competing Transaction or
grant any other person any right to conduct due diligence in respect of
Equigold; and
    
    Notification:Equigold must inform LGL of the key terms of any Third
Party Proposal and the identity of the Third Party.
 No-Talk Notification
 Right to Match Third Party Proposal
    
    
    Equigold must not enter into an agreement in relation to a Third Party
Proposal unless it notifies LGL and allows LGL 2 business days to submit a
counterproposal. If LGLs counterproposal is on terms no less favourable
than the Third Party Proposal, Equigold must proceed with LGLs proposal.
 
 Equigold Break Fee
    
    
    A break fee of approximately A$11.3 million is payable by Equigold to LGL if:
 
    
    any director of Equigold makes any public statement, prior to the
Courts final approval of the Scheme, to the effect that he or she doesnt
support the Scheme, or fails to recommend the Scheme, or publicly withdraws
or varies a favourable recommendation, other than because an Independent
Expert has concluded that the Scheme is not in the best interests of
Equigolds shareholders;
    
    any director of Equigold publicly endorses a Competing Transaction;
    
    before the Scheme becomes effective, a Competing Transaction more
favourable to the Scheme participants in relation to Equigold is announced
or open for acceptance, a person under the Competing Transaction acquires
more than a 20% interest in Equigold shares and that Competing Transaction
becomes free of any defeating conditions;
    
    the Scheme does not come into effect before 30 September 2008
because Equigold has failed to perform or satisfy its material obligations
necessary for the implementation of the Scheme; or
    
    LGL has terminated the MIA because of a breach by Equigold of the
Exclusivity provisions.
 LGL Break Fee
    
    
    A break fee of approximately A$11.3 million is payable by LGL to Equigold if
the Scheme does not come into effect before 30 September 2008 because LGL
has failed to perform or satisfy its material obligations necessary for the
implementation of the scheme.Exceptions to Break Fee
    
    
    Neither break fee will be payable where the relevant event occurs after the
MIA has been validly terminated, or the Scheme becomes effective despite the
occurrence of the relevant event.
 
 Termination
    
    
    LGL may terminate the MIA if a person other than any existing Equigold
institutional or portfolio investor acquires a relevant interest in Equigold
of 10% or more.
 
 11




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
    
    the Independent Expert opines that the Scheme is not in the best
interests of Equigold Shareholders;
    
    the conditions precedent are not satisfied or waived by the Second
Court Hearing Date;
    
    the Scheme is not approved by the requisite majorities at the Scheme
Meeting;
    
    the Court does not make orders convening the Scheme Meeting or
approving the Scheme;
    
    the other party is in material breach of the MIA and the breach is
not remedied within 7 business days;
    
    an Insolvency Event has occurs in relation to the other party;
    
    the Court or Government Agency takes action which permanently
prohibits the Scheme;
    
    the Equigold Break Fee is paid; or
    
    the Scheme has not become Effective by 30 September 2008.
 
 Summary of Key Definitions
    
    
    Material Adverse Change means an event which individually, or when
aggregated with all such other events, is reasonably likely to have a
material adverse effect on the business, financial position or prospects of
the company and its subsidiaries.Prescribed Eventmeans the occurrence of any of the following in relation to
a company (and, in certain circumstances, its subsidiaries):
 
    
    conversion of all or any of its shares into a larger or smaller
number of shares, reducing or buying-back its share capital;
    
    declaring or paying a dividend or returning capital to its members,
other than, in the case of Equigold, paying the interim dividend declared on
25 February 2008;
    
    issuing shares, granting an option over its shares, issuing
securities or other instruments convertible into shares or debt securities;
    
    disposing of the whole, or a substantial part, of its business or
property;
    
    creating any mortgage, charge, lien or other encumbrance over the
whole, or a substantial part, of its business or property;
    
    increasing the remuneration of any of its directors or senior
employees, paying termination or retention benefits to directors,
terminating existing contracts for senior employees, or engaging new senior
employees;
 12




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
    
    resolving that the company be wound up or being the subject of a
winding up order by a court, appointing a liquidator, provisional
liquidator, administrator, executing a deed of company arrangement, or
having a receiver or a receiver and manager appointed;
    
    entering into or terminating existing contracts involving revenue or
expenditure of more than $500,000 in the case of Equigold or $5,000,000 in
the case of LGL.
  13




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Annexure B  Additional Information and Disclaimers
      www.lglgold.com www.asx.com.au www.equigold.com.au.
 www.sedar.com
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Merger ImplementationAgreementLihir Gold LimitedARBN 069 803 998Lihir Australian Holdings Pty LimitedACN 121 554 443Equigold NLACN 060 235 145Blake DawsonLevel 36, Grosvenor Place225 George StreetSydney NSW 2000AustraliaT 61 2 9258 6000F 61 2 9258 6999ReferencePHM ATCU SZD 02 1426 6484©Blake Dawson 2008




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Blake Dawson
 Contents
 1.
    
    AGREEMENT TO PROPOSE SCHEME
    
    
    22.
    
    CONDITIONS PRECEDENT
    
    
    23.
    
    SCHEME
    
    
    64.
    
    OBLIGATIONS OF THE PARTIES
    
    
    75.
    
    RESTRICTION ON ACQUIRING SECURITIES
    
    
    116.
    
    CO-ORDINATION AND TIMING
    
    
    127.
    
    CONDUCT OF BUSINESS
    
    
    128.
    
    COURT PROCEEDINGS
    
    
    149.
    
    REPRESENTATIONS AND WARRANTIES
    
    
    1410.
    
    PUBLIC ANNOUNCEMENTS
    
    
    1911.
    
    TERMINATION
    
    
    1912.
    
    EXCLUSIVITY
    
    
    2113.
    
    BREAK FEE
    
    
    2214.
    
    CONFIDENTIALITY
    
    
    2515.
    
    GENERAL
    
    
    2616.
    
    INTERPRETATION
    
    
    29AnnexureA
    
    SCHEMEB
    
    DEED POLLC
    
    TIMETABLED
    
    JOINT ANNOUNCEMENT




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Blake Dawson
 Merger Implementation Agreement
 DATE
 PARTIES
 Lihir Gold LimitedARBN 069 803 998 of Level 7, Pacific Place, Cnr Champion Parade and
Musgrave Street, Port Moresby, National Capital District, Papua New Guinea (LGL)Lihir Australian Holdings Pty LimitedACN 121 554 443 of Level 9, AAMI Building, 500 Queen
Street, Brisbane Queensland 4000, Australia (Lihir Acquirer)Equigold NLACN 060 235 145 of Level 1, 7 Sleat Road, Applecross, Western Australia, 6153
Australia (Equigold)
 RECITALS
 A.
    
    LGL and Lihir Acquirer have agreed with Equigold for Lihir Acquirer to acquire all the
ordinary issued shares of Equigold by means of a scheme of arrangement.B.
    
    Equigold intends to propose a scheme of arrangement under Part 5.1 of the Corporations Act
between Equigold and the Scheme Participants, and issue the Scheme Booklet.C.
    
    LGL, Lihir Acquirer and Equigold have agreed to act in good faith to implement the Scheme
upon the terms and conditions of this agreement.
 OPERATIVE PROVISIONS
 1.
    
    AGREEMENT TO PROPOSE SCHEME
 (a)
    
    Equigold agrees to propose the Scheme to its members upon and subject to the
terms and conditions of this agreement.(b)
    
    LGL and Lihir Acquirer agree to comply with their respective obligations
under the Scheme, and provide reasonable assistance to Equigold in proposing and
implementing the Scheme, upon and subject to the terms and conditions of this
agreement.
 2.
    
    CONDITIONS PRECEDENT2.1
    
    Conditions precedent to the implementation of the SchemeThe Scheme will not become Effective unless each of the following conditions precedent is
satisfied or waived:
 (a)
    
    FIRB Approval: before 8.00am on the Second Court Hearing Date either:
 (i)
    
    (FATA approval) the Treasurer of Australia gives an approval
to the acquisition by Lihir Acquirer of the Equigold Shares under the Foreign
Acquisitions and Takeovers Act1975 (FATA) (that approval to be subject




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Blake Dawson
 to no
conditions or only to those conditions that Lihir Acquirer considers to be
acceptable, acting reasonably);(ii)
    
    (expiry of notice period) the expiry of the relevant period
following the giving of notice relating to the acquisition by Lihir Acquirer
of the Equigold Shares under section 26 of the FATA without any permanent
order of prohibition being made under the FATA; or(iii)
    
    (no objection letter) the Treasurer indicating to Lihir
Acquirer that there is no objection in terms of the foreign investment policy
of the Federal Government to the acquisition by Lihir Acquirer of the Equigold
Shares (that indication to be subject to no conditions or only to those
conditions that Lihir Acquirer considers to be acceptable, acting reasonably).
 (b)
    
    CDI Regulatory Approvals: if required under decree 96-634 of 9 August 1996
determining the terms of application of Law 95-553 of 18 July 1995 being the Mining
Code of the Republic of the Ivory Coast, before 8:00 am on the Second Court Hearing
Date Equigold has obtained the authorisation of the Administration des Minesto
implement the Scheme;(c)
    
    Other Regulatory Approvals:before 8.00am on the Second Court Hearing Date
ASIC, PNGSC, SEC, ASX, POMSoX, NASDAQ and TSX as appropriate, issue or provide such
consents, waivers or approvals (which may be conditional on the issue of the New Lihir
Shares and other conditions customarily imposed by the ASX or POMSoX or TSX as
appropriate) or do other acts which Equigold and LGL agree are necessary or reasonably
desirable to implement the Scheme;(d)
    
    Restraints:no temporary restraining order, preliminary or permanent
injunction or other order issued by any Court or other material legal restraint or
prohibition preventing the Scheme is in effect at 8.00am on the Second Court Hearing
Date;(e)
    
    No Equigold Material Adverse Change:no Equigold Material Adverse Change
occurs or becomes apparent between the date of this agreement and 8.00am on the Second
Court Hearing Date;(f)
    
    No Lihir Material Adverse Change:no Lihir Material Adverse Change occurs or
becomes apparent between the date of this agreement and 8.00am on the Second Court
Hearing Date;(g)
    
    No Equigold Prescribed Event:no Equigold Prescribed Event occurs between the
date of this agreement and 8.00am on the Second Court Hearing Date;(h)
    
    No Lihir Prescribed Event:no Lihir Prescribed Event occurs between the date
of this agreement and 8.00am on the Second Court Hearing Date;(i)
    
    Independent Expert report:the Independent Expert issues its report which
concludes that the Scheme is in the best interests of Scheme Participants before the
date on which the Scheme Booklet is registered by ASIC under the Corporations Act;(j)
    
    No breach or termination:no material breach of this agreement by either
party has occurred (which has not been remedied to the satisfaction of the other
party) and this agreement has not been terminated before 8.00am on the Second Court
Hearing Date;(k)
    
    Board recommendation:the Equigold Board has unanimously recommended in the
Scheme Booklet that Equigold Shareholders vote in favour of the Scheme in




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Blake Dawson
 the absence
of a Superior Proposal and the Equigold Board has not withdrawn, qualified or varied
that recommendation before the date the Scheme is approved by the Scheme Participants;(l)
    
    Scheme Participants approval:the Scheme is approved by the requisite
majorities of Scheme Participants in accordance with the Corporations Act;(m)
    
    Court approval:the Court approves the Scheme in accordance with section
411(4)(b) of the Corporations Act on the Second Court Hearing Date;(n)
    
    No Competing Transaction:as at 8.00am on the Second Court Hearing Date,
Equigold has not entered into any agreement, arrangement or understanding with a Third
Party in relation to a Competing Transaction;(o)
    
    Interest in Equigold:between the date of this agreement and the Second Court
Hearing Date, no person (other than LGL or any of its Related Bodies Corporate or any
existing institutional or portfolio investor who is an Equigold Shareholder as at the
date of this agreement) acquires an interest in securities so as to have a Relevant
Interest in 10% or more of Equigold Shares;(p)
    
    Index decline:between the date of this agreement and the Second Court
Hearing Date the S&P/ASX 200 Index does not fall below 4500 on any three consecutive
trading days; and(q)
    
    Gold price:the Gold Price does not fall below USD $700 per ounce at any time
between the date of this agreement and the Second Court Hearing Date.
 2.2
    
    Best Endeavours and Waiver of conditions precedentOther than in respect of the conditions precedent in clause 2.1(a), 2.1(l) and 2.1(m),
which cannot be waived:
 (a)
    
    The conditions precedent in clauses 2.1(b),(c),(d), (i), (p) and (q) are for
the benefit of each party and any breach or non-fulfilment of those conditions may
only be waived with the written consent of each party and each of Equigold, LGL and
Lihir Acquirer must use its best endeavours to procure that each of those conditions
and the conditions precedent in clause 2.1 (a) and (m) are satisfied.(b)
    
    The conditions precedent in clause 2.1(f) and (h) are for the sole benefit of
Equigold and any breach or non-fulfilment of those conditions may only be waived by
Equigold giving its written consent and each of LGL and Lihir Acquirer must use its
best endeavours to procure that each of those conditions is satisfied.(c)
    
    The conditions precedent in clauses 2.1(e), (g), (k), (n) and (o) are for the
sole benefit of Lihir Acquirer and any breach or non-fulfilment of those conditions
may only be waived by Lihir Acquirer giving its written consent and Equigold must use
its best endeavours to procure that each of those conditions is satisfied.(d)
    
    The condition in clause 2.1(j) is:
 (i)
    
    in respect of a material breach by Equigold of this
agreement, for the sole benefit of Lihir Acquirer and any breach or
non-fulfilment of the condition in that respect may only be relied on or
waived by Lihir Acquirer giving its written consent;(ii)
    
    in respect of a material breach by LGL or Lihir Acquirer of
this agreement, for the sole benefit of Equigold and any breach or
non-fulfilment of the




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Blake Dawson
 condition in that respect may only be relied on or
waived by Equigold giving its written consent; and(iii)
    
    is otherwise for the benefit of each party and any breach or
non-fulfilment of that condition may only be waived with the written consent
of each party.
 (e)
    
    Equigold, LGL and Lihir Acquirer (as applicable) must cooperate, to the
extent reasonably practicable, to assist one another with satisfying their obligations
under this clause 2.2.(f)
    
    A party entitled to waive a condition precedent under this clause 2.2 may do
so in its absolute discretion.(g)
    
    If a party waives the breach or non-fulfilment of a condition precedent, that
waiver will preclude it from suing the other party for any breach of this agreement
that resulted from the breach or non-fulfilment of the condition precedent that was
waived or arising from the same event which gave rise to the breach or non-fulfilment
of the condition.
 2.3
    
    Regulatory approvalsWithout limiting the generality of clause 2.1(c):
 (a)
    
    each party must promptly apply for all relevant Regulatory Approvals,
providing a copy to the other party of all such applications, and take all steps it is
responsible for as part of the approval process for the Scheme, including responding
to requests for information at the earliest practicable time; and(b)
    
    each party must use best endeavours to consult with the other in advance in
relation to all material communications with any Governmental Agency relating to any
Regulatory Approval and provide the other party with all information reasonably
requested in connection with the application for any Regulatory Approval.
 2.4
    
    Status of conditions precedent
 (a)
    
    Each party must promptly give the other notice of a failure to satisfy a
condition precedent in clause 2.1 or of any event that will prevent a condition
precedent in clause 2.1 being satisfied.(b)
    
    Lihir Acquirer or Equigold (as the case may be) must give written notice to
the other party as soon as reasonably practicable (and in any event before 5.00pm on
the last Business Day before the Second Court Hearing Date) as to whether or not it
waives the breach or non-fulfilment of any condition precedent of this agreement
resulting from the occurrence of an event referred to in clause 2.4(a), specifying the
condition precedent in question.(c)
    
    Lihir Acquirer and Equigold must each provide the Court on the Second Court
Hearing Date with a certificate that all the conditions precedent in clause 2.1 are
satisfied or if not satisfied, are waived.(d)
    
    The giving of a certificate by each of Lihir Acquirer and Equigold under
clause 2.4(c) will in the absence of manifest error, be conclusive evidence of the
satisfaction or waiver of the conditions precedent referred to in the certificate.




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Blake Dawson
 2.5
    
    Conditions precedent not met
 (a)
    
    If any conditions precedent contained in clause 2.1 are not satisfied or
waived by the date specified in this agreement for its satisfaction or if the Scheme
is not Effective by the End Date, then the parties will consult in good faith:
 (i)
    
    with a view to determining whether the Scheme or a
transaction which results in a merger of Lihir Acquirer and Equigold may
proceed by way of
an alternative approach and, if so, to agree on the terms of such an
alternative approach; or(ii)
    
    to agree to extend the date for satisfaction of the relevant
condition precedent or the End Date or to adjourn or change the date of an
application to the Court.
 (b)
    
    If the parties are unable to reach agreement under clause 2.5(a) by 8.00am on
the day of the Second Court Hearing Date, then unless that condition is waived in
accordance with clause 2.2, a party entitled to the benefit of that condition may
(subject to clause 2.5(d)) terminate this agreement.(c)
    
    A party will not be entitled to terminate this agreement pursuant to clause
2.5(b) if the relevant condition has not been satisfied as a result of:
 (i)
    
    a breach of this agreement by that party; or(ii)
    
    a deliberate act or omission of that party which either alone
or together with other circumstances prevents that condition being satisfied.
 (d)
    
    Termination of this agreement under clause 2.5(b) does not affect any accrued
rights of either party arising from any breach of this agreement prior to termination.
 3.
    
    SCHEME3.1
    
    Outline of SchemeSubject to the terms and conditions of this agreement, Equigold will propose the Scheme
under which, subject to the Scheme becoming Effective, all of the Equigold Shares held by
Scheme Participants will be transferred to Lihir Acquirer and the Scheme Participants will
be entitled to receive the Scheme Consideration for each Scheme Share held by them at the
Record Date.3.2
    
    Scheme Consideration
 (a)
    
    LGL undertakes and warrants to Equigold (in Equigolds own right and
separately as nominee for each of the Scheme Participants) that in consideration of
the transfer to Lihir Acquirer of each Equigold Share held by a Scheme Participant
under the terms of the Scheme, LGL will on the Implementation Date:
 (i)
    
    accept that transfer; and(ii)
    
    in accordance with the Deed Poll and this agreement, issue
each Scheme Participant the Scheme Consideration.
 (b)
    
    Any fractional entitlement of a Scheme Participant to a part of a New Lihir
Share will be rounded up or down to the nearest whole number of New Lihir Shares (and
will be rounded up if the fractional entitlement is equal to or greater than one
half).




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Blake Dawson
 (c)
    
    Unless LGL is satisfied that the laws of an Overseas Shareholders country of
residence (as shown in the Register) permit the issue of New Lihir Shares to the
Overseas Shareholder either unconditionally or after compliance with terms which LGL
reasonably regards as acceptable and practical, LGL has no obligation to allot or
issue New Lihir Shares to any Overseas Shareholder and instead LGL must allot and
issue the New Lihir Shares to which an Overseas Shareholder would otherwise become
entitled to a nominee appointed by LGL on terms that the
nominee must sell those New Lihir Shares at such time or times, in such manner and
on such terms and condition as the nominee thinks fit in its absolute discretion
(and at the risk of that Overseas Shareholder) and that the nominees must then pay
to that Overseas Shareholder the proceeds received.
 3.3
    
    Allotment and issue of New Lihir SharesSubject to the Scheme becoming Effective, LGL must:
 (a)
    
    allot and issue the New Lihir Shares on terms such that each New Lihir Share
will rank equally in all respects with each existing Lihir Share;(b)
    
    do everything reasonably necessary to ensure that the New Lihir Shares are
approved for official quotation on ASX, POMSoX, and TSX and that trading in the New
Lihir Shares commences by the first Business Day after the Implementation Date; and(c)
    
    ensure that on issue, each New Lihir Share will be fully paid and free from
any mortgage, charge, lien, encumbrance or other security interest.
 4.
    
    OBLIGATIONS OF THE PARTIES4.1
    
    Equigolds obligationsEquigold must take all necessary steps to implement the Scheme in accordance with the
Timetable (unless otherwise agreed by the parties acting reasonably and in good faith),
including taking each of the following steps:
 (a)
    
    Scheme Booklet:prepare and send to Equigold Shareholders a Scheme Booklet
which:
 (i)
    
    complies with all applicable Australian laws, the Listing
Rules and applicable ASIC Policy Statements;(ii)
    
    includes the Scheme, notices of meeting and proxy forms;(iii)
    
    unless the Independent Expert does not conclude that the
Scheme is in the best interests of Scheme Participants, includes a statement
that the directors of Equigold unanimously recommend that all Scheme
Participants vote in favour of the Scheme in the absence of a Superior
Proposal and that the directors of Equigold intend to vote the Equigold Shares
held by them in favour of the Scheme; and(iv)
    
    is updated by all such further or new information which may
arise after the Scheme Booklet has been despatched until the date of the
Scheme Meeting which is necessary to ensure that it is not misleading or
deceptive in any material respect (whether by omission or otherwise).




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Blake Dawson
 (b)
    
    Independent Expert:as soon as practicable, promptly appoint and brief the
Independent Expert (and any other specialist expert required) and provide all
assistance and information reasonably requested by the Independent Expert (and any
such specialist expert) to enable the preparation of the necessary report(s) for the
Scheme Booklet.(c)
    
    Approval of Scheme Booklet:as soon as practicable after the conclusion of
the review by ASIC of the Regulators Draft, procure that a meeting of the Equigold Board (or of a committee of the Equigold Board appointed for the purpose) is
convened to consider and if thought fit, approve all of the contents of the Scheme
Booklet as being in a form appropriate for despatch to the Equigold Shareholders,
subject to approval of the Court.(d)
    
    Lihir Information:without limiting clause 6.1 include the Lihir Information
in the Scheme Booklet subject to such changes as are reasonably requested by LGL or
otherwise agreed by the parties.(e)
    
    Application for section 411(17)(b) statement:apply to ASIC for the
production of a statement pursuant to section 411(17)(b) of the Corporations Act
stating that ASIC has no objection to the Scheme.(f)
    
    Court direction:in accordance with the Timetable, apply to the Court for an
order under section 411(1) of the Corporations Act directing Equigold to convene the
Scheme Meeting.(g)
    
    Scheme meeting:take all reasonable steps necessary to comply with the orders
of the Court including, as required, despatching the Scheme Booklet to the Equigold
Shareholders and convening the holding of the Scheme Meeting.(h)
    
    Registration of explanatory statement:request ASIC to register the
explanatory statement included in the Scheme Booklet in relation to the Scheme in
accordance with section 412(6) of the Corporations Act.(i)
    
    Approval and implementation of Scheme:if the resolution submitted to the
Scheme Meeting in relation to the Scheme is passed by the necessary majorities, apply
to the Court for orders approving the Scheme, and if that approval is obtained:
 (i)
    
    promptly lodge with ASIC an office copy of the orders
approving the Scheme in accordance with section 411(10) of the Corporations
Act;(ii)
    
    close the Register of members of Equigold as at the Record
Date and determine entitlements to the Scheme Consideration in accordance with
the Scheme;(iii)
    
    execute proper instruments of transfer of, and effect and
register the transfer of, the Equigold Shares in accordance with the Scheme;
and(iv)
    
    do all other things contemplated by or necessary to give
effect to the Scheme and the orders of the Court approving the Scheme.
 (j)
    
    Prescribed Event:between the date of this agreement and immediately before
the Implementation Date, use its best endeavours to ensure that a Equigold Prescribed
Event does not occur other than in accordance with this agreement.(k)
    
    Registration:register all transfers of Equigold Shares held by Scheme
Participants to Lihir Acquirer on the Implementation Date.




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Blake Dawson
 (l)
    
    Consult Lihir Acquirer:
 (i)
    
    provide to Lihir Acquirer a draft of the Scheme Booklet for
the purpose of enabling Lihir Acquirer to review and comment on that draft
document;(ii)
    
    take the comments made by Lihir Acquirer into account in good
faith when producing a revised draft of the Scheme Booklet and before
despatching the Scheme Booklet; and(iii)
    
    not submit the Regulators Draft to ASIC unless Lihir
Acquirer has had at least 2 Business Days to review and comment on the
Regulators Draft, unless a shorter time for review is agreed between the
parties.
 (m)
    
    Regulatory Review Period:during the Regulatory Review Period, keep Lihir
Acquirer promptly informed of any matters raised by ASIC in relation to the Scheme
Booklet, and use all reasonable endeavours, in co-operation with Lihir Acquirer, to
resolve any such matters.(n)
    
    Public Announcement:release the Agreed Announcements in accordance with the
Timetable.(o)
    
    Provide a copy of the report:on receipt, provide Lihir Acquirer with a copy
of any draft or final report received from the Independent Expert (or any other
specialist expert).(p)
    
    Registry details:subject to the Scheme:
 (i)
    
    provide all necessary information about the Scheme
Participants to LGL which LGL requires in order to assist LGL to identify the
Scheme Participants and facilitate the issue by LGL of New Lihir Shares as
consideration for the Scheme; and(ii)
    
    direct the Registry to promptly provide any information that
LGL reasonably requests in relation to the Register including any sub-register
and, where requested by LGL, Equigold must procure such information to be
provided to LGL in such electronic form as is reasonably requested by LGL.
 (q)
    
    Court order:in accordance with the Timetable, apply to the court for an
order approving the Scheme in accordance with sections 411(4)(b) and 411(6) of the
Corporations Act if approved by the requisite majorities of Scheme Participants.(r)
    
    Listing:take all reasonable and appropriate steps to maintain Equigold
listing on ASX, notwithstanding any suspension of the quotation of Equigold Shares, up
to the Business Day following the Implementation Date, including without limitation,
making appropriate applications to ASX and ASIC.
 4.2
    
    LGL and Lihir Acquirers obligationsEach of LGL and Lihir Acquirer must take all necessary steps within its power to implement
the Scheme in accordance with the Timetable (unless otherwise agreed by the parties acting
reasonably and in good faith), including taking each of the following steps:
 (a)
    
    Lihir Information:promptly provide to Equigold all information regarding LGL
and Lihir Acquirer, and the New Lihir Shares required by all applicable Australian
laws, the Listing Rules and ASIC Policy Statements for inclusion in the Scheme
Booklet, which information must:




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Blake Dawson
 (i)
    
    contain all information necessary to ensure that the Scheme
Booklet complies with the requirements of section 411(3) of the Corporations
Act and ASIC Policy Statement 60 in respect of that information;(ii)
    
    contain all the information that would be required under
section 636(1)(g) of the Corporations Act if the Scheme Booklet were a
bidders statement offering the New Lihir Shares as consideration under a
takeover bid, to the extent reasonably applicable;(iii)
    
    not be misleading or deceptive in any material respect
(whether by omission or otherwise) including in the form and context in which
it appears in the Scheme Booklet, and to which LGL has consented; and(iv)
    
    be updated by all such further or new information which may
arise after the Scheme Booklet has been despatched until the date of the
Scheme Meeting which is necessary to ensure that it is not misleading or
deceptive in any material respect (whether by omission or otherwise).
 (b)
    
    Independent Expert:promptly provide all assistance and information
reasonably requested by Equigold or the Independent Expert (and any other specialist
expert required) to enable the preparation of the necessary report(s) (including any
updates to such reports) for the Scheme Booklet.(c)
    
    Review of Scheme Booklet:as soon as practicable after delivery, review the
drafts of the Scheme Booklet prepared by Equigold and provide comments on those drafts
in good faith.(d)
    
    Approval of Scheme Booklet:as soon as practicable after the conclusion of
the review by ASIC of the Regulators Draft, procure that meetings of the LGL and
Lihir Acquirer Boards (or of a committee of the LGL and Lihir Acquirer Boards
appointed for the purpose) are convened to consider and if thought fit, approve those
sections of the Scheme Booklet that relate to LGL and Lihir Acquirer as being in a
form appropriate for despatch to the Equigold Shareholders, subject to approval of the
Court.(e)
    
    Prescribed Event:between the date of this agreement and immediately before
the Implementation Date, use their best endeavours to ensure that a Lihir Prescribed
Event does not occur other than in accordance with this agreement.(f)
    
    Representation:if so requested by Equigold, procure that they are
represented by counsel at the Court hearings convened for the purposes of
section 411(1) and 411(4)(b) of the Corporations Act in relation to the Scheme, at
which, through its counsel, LGL and Lihir Acquirer will undertake (if requested by the
Court) to do all such things and take all such steps within their power as may be
necessary in order to ensure the fulfilment of their obligations under the Scheme,
and, to the extent that leave of the Court is required for LGL and Lihir Acquirer to
be represented at those Court hearings, apply for that leave. Nothing in this
agreement is to be taken to give Equigold any right or power to make or give
undertakings to the Court for or on behalf of LGL or Lihir Acquirer.(g)
    
    Scheme Consideration:if the Scheme becomes Effective, LGL provide the Scheme
Consideration in accordance with clause 3.2 on the Implementation Date.(h)
    
    Quotation of New Lihir Shares:ensure that prior to the Second Court Hearing
Date, application is made to ASX, POMSoX and TSX for the New Lihir Shares, which are
to be issued to Scheme Participants in accordance with the Scheme are to be approved
for official quotation by the ASX, POMSoX and TSX on a deferred




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Blake Dawson
 settlement basis as
soon as practicable after the Effective Date and on a normal settlement basis no later
than the first business day after the Implementation Date, which approval may be
conditional on the issue of those shares and other
conditions customarily imposed by the ASX (or POMSoX or TSX as appropriate)
including implementation of the Scheme.(i)
    
    Deed Poll: prior to the First Court Hearing Date, execute the Lihir Deed Poll
and provide it to Equigold.
 4.3
    
    Dispute as to content of Scheme BookletIf Lihir Acquirer and Equigold disagree on the form or content of the Scheme Booklet, they
must consult in good faith to try to settle an agreed form of the Scheme Booklet. If
complete agreement is not reached after reasonable consultation, then:
 (a)
    
    if the disagreement relates to the form or content of the LGL Information
contained in the Scheme Booklet, Equigold will, acting in good faith, make such
amendments as Lihir Acquirer reasonably requires; and(b)
    
    if the disagreement relates to the form or content of any other part of the
Scheme Booklet, the Equigold Board will, acting in good faith, decide the final form
or content of the disputed part of the Scheme Booklet.
 4.4
    
    Board changesEquigold must upon the Implementation Date after payment of the Scheme Consideration:
 (a)
    
    cause the appointment of that number of nominees of Lihir Acquirer to the
Equigold Board and the Boards of directors of the Equigold Subsidiaries which gives
those nominees, acting together, a majority of members of the Equigold Board; and(b)
    
    procure that such directors on the Equigold Board and boards of directors of
the Equigold Subsidiaries as Lihir Acquirer may nominate must resign with effect from
the Implementation Date and Equigold must use its reasonable endeavours to procure
that each director provides written notice to the effect that they have no claim
outstanding for loss of office, remuneration or otherwise against Equigold.
 4.5
    
    Access to informationPrior to the Implementation Date, both Equigold and Lihir Acquirer must keep each other
informed of all material developments relating to or affecting the Lihir Group or Equigold
Group (as applicable), its financial position and its prospects.
 5.
    
    RESTRICTION ON ACQUIRING SECURITIESUntil the End Date, (other than as a result of the transfer of shares by Equigold to Lihir
Acquirer under the Scheme) no party may (and must ensure that their Related Parties do not)
acquire or offer to acquire, any securities or property or any right or option to acquire
any securities or property of the other party unless:
 (a)
    
    the offer or acquisition is under the Option; or(b)
    
    it has received the prior written consent of the other party.




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Blake Dawson
 6.
    
    CO-ORDINATION AND TIMING6.1
    
    Content of Scheme Booklet and Lihir Information
 (a)
    
    Equigold must consult with Lihir Acquirer in accordance with clause 4.1 as to
the content of the Scheme Booklet (other than the LGL Information) and give Lihir
Acquirer and its representatives a reasonable opportunity to provide input about the
Scheme Booklets content and presentation.(b)
    
    Lihir Acquirer must consult with Equigold as to the content of the Lihir
Information.
 6.2
    
    Co-operationEquigold and Lihir Acquirer must each use all reasonable endeavours and utilise all
necessary resources (including management, shareholder, marketing and corporate relations
resources, as well as the resources of external advisers) to produce the Scheme Booklet and
implement the Scheme in accordance with the Timetable (unless otherwise agreed by the
parties acting reasonably and in good faith). For this purpose, Equigold will provide to
Lihir Acquirer at regular intervals a draft of the Scheme Booklet for Lihir Acquirers
review. Lihir Acquirer may review the Scheme Booklet and provide comments on the Scheme
Booklet and Equigold will consider in good faith all reasonable requests and suggestions by
Lihir Acquirer as to the content of the Scheme Booklet.6.3
    
    Access by LGL and Lihir Acquirer to people and Equigold Information
 (a)
    
    Subject to clause 6.3(b), between the date of this agreement and the earlier
of 5:00pm on the Business Day before the Second Court Hearing Date and the date this
agreement is terminated, Equigold will provide LGL and Lihir Acquirer and its officers
and advisers with reasonable access to Equigold officers and advisers and documents,
records, and other information (subject to any existing confidentiality obligations
owed to third parties, or applicable privacy laws) which LGL or Lihir Acquirer
reasonably requires for the purposes of implementing the Scheme and preparing for
carrying on the business of Equigold following implementation of the Scheme and LGL
and Lihir Acquirer acknowledge that information received under this clause is subject
to the obligations of confidence under the confidentiality agreement executed between
LGL and Equigold on or about 15 October 2007.(b)
    
    If Equigold recieves a Superior Proposal it may cease access to Equigold
information under clause 6.3(a) while Equigold considers the Superior Proposal,
subject to Equigold ensuring that LGL is provided with any information pertaining to
and provided by Equigold to the party making the Superior Proposal. All Equigold
obligations under this clause 6.3 will cease if the time expires for LGL to make a
Lihir Acquirers Proposal in accordance with clause 12.5 and LGL has not submitted a
Lihir Acquirers Proposal on terms no less favourable than the terms of the Third
Party Proposal.
 7.
    
    CONDUCT OF BUSINESS7.1
    
    Conduct of businessFrom the date of this agreement up to and including the Implementation Date, Equigold must
conduct its business in the ordinary and normal course consistent with business plans and
budgets made public or disclosed to LGL prior to the date of this agreement and in
substantially the same manner as previously conducted, unless otherwise agreed by LGL in
writing.




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Blake Dawson
 7.2
    
    Specific obligations
 (a)
    
    Without limiting clause 7.1 and other than with the prior approval of LGL
(which approval must not be unreasonably withheld or delayed) or as required by this
agreement Equigold must and must procure that each of the Equigold Subsidiaries, from
the date of this agreement up to and including the Implementation Date, use all
reasonable endeavours to:
 (i)
    
    Business and assets: maintain its business and assets and
conduct its business in the ordinary and proper course;(ii)
    
    Officers and employees: keep available the services of its
officers and employees; and(iii)
    
    Relationships: preserve its relationships with customers,
suppliers, licensors, licensees, joint venturers and others with whom it has
business dealings.
 (b)
    
    LGL must use its reasonable endeavours, and do all things reasonably
requested by Equigold, to assist Equigold in meeting its obligations under clause
7.2(a)(iii).
 7.3
    
    Equigold Prohibited actionsOther than with the prior approval of LGL (which approval must not be unreasonably withheld
or delayed) or as required by this agreement Equigold must not from the date of this
agreement up to and including the Implementation Date do any of the following (or agree to
do so):
 (a)
    
    Assets and Operations: cease or suspend development of any of its operations
other than for an event of force majeure;(b)
    
    Acquisitions and disposals: acquire or dispose of any tenement or asset
having a book value or for consideration of more than $500,000 except as is in the
ordinary and normal course consistent with business plans and budgets made public or
disclosed to ASX or the other party prior to the date of this agreement and excluding
the sale of the Kirkalocka Project;(c)
    
    Joint Ventures:enter into any joint venture, partnership or similar
arrangement;(d)
    
    Capital expenditure: incur any capital expenditure in respect of any item
which exceeds $500,000 except as is in the ordinary and normal course consistent with
business plans and budgets made public or disclosed to ASX or the other party prior to
the date of this agreement;(e)
    
    Hedge contracts:enter into any hedge contract (or similar risk management
arrangement) other than in accordance with the ordinary course of business and
consistent with past practice of the Equigold Board;(f)
    
    Material Contracts:enter into vary, amend, terminate or rescind a Material
Contract other than a Material Contract which has been disclosed to, and agreed by,
LGL;(g)
    
    Financial arrangements: other than as disclosed expressly in writing to LGL
prior to the date of this agreement borrow any money, grant any security or
encumbrance over any of the assets of Equigold or enter into any financing
arrangements (including off-balance sheet arrangements);




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Blake Dawson
 (h)
    
    Prescribed event: take any action which would be reasonably expected to give
rise to a Equigold Prescribed Event;(i)
    
    Information technology: take any action in respect of its information
technology systems which would have a material impact on those systems; or(j)
    
    Licences, permits and approvals:other than in the ordinary course of
business and consistent with past practice dispose of, cancel, relinquish or amend any
licence, permit or other approval necessary for the development and mining of its
operations, excluding the sale of the Kirkalocka Project.
 8.
    
    COURT PROCEEDINGS8.1
    
    Appeal process
 (a)
    
    If the Court refuses to make orders convening the Scheme Meeting or approving
the Scheme, at LGLs request within 5 Business Days of the Courts refusal, Equigold
must appeal the Courts decision to the fullest extent possible (except to the extent
that the parties agree otherwise or Queens Counsel or Senior Counsel representing
Lihir Acquirer or Equigold in relation to the Scheme indicates that, in his or her
opinion, an appeal would have less than a 50% prospect of success, in which case
either party may terminate this agreement in accordance with clause 11). If the appeal
is unsuccessful, LGL will indemnify Equigold for its costs of the appeal on a full
indemnity basis.(b)
    
    Equigold may bring an appeal even if not requested by LGL if it provides
written notice of its intention to do so to LGL within 7 Business Days of the Courts
refusal. Equigold will bear the costs of an appeal if it elects to appeal without
first receiving a request from LGL under clause 8.1(a).
 8.2
    
    Defence of proceedingsEach of LGL, Lihir Acquirer and Equigold at the request of LGL, must defend, or must cause
to be defended, any lawsuits or other legal proceeding brought against it (or any of its
Subsidiaries) challenging this agreement or the completion of the Scheme (except to the
extent that Queens Counsel or Senior Counsel representing that party indicates that in his
or her opinion such action would have less than a 50% prospect of success). Neither LGL,
Lihir Acquirer nor Equigold may settle or compromise (or permit any of its Subsidiaries to
settle or compromise) any claim brought in connection with this agreement without the prior
written consent of the other, such consent not to be unreasonably withheld. Each party will
bear the costs of its own defence except in the case where LGL requests Equigold to defend
a matter in which case the costs of the defence will be borne equally between LGL and
Equigold.
 9.
    
    REPRESENTATIONS AND WARRANTIES9.1
    
    LGL representations and warrantiesSave as disclosed in writing by LGL prior to execution of this agreement:
 (a)
    
    LGL represents and warrants to Equigold each of the matters set out in
clause 9.1(b) as at the date of this agreement, the date of the Scheme Meeting, 8.00am
on the Second Court Hearing Date, the Implementation Date and any other date to which
a representation in clause 9.1(b) is expressed to be given.




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Blake Dawson
 (b)
    
    LGL represents and warrants that:
 (i)
    
    each of LGL and Lihir Acquirer is a validly existing
corporation registered under the laws of its place of incorporation;(ii)
    
    as at the date of this agreement LGLs issued equity
securities comprise 1,903,911,260 ordinary shares, 585,984 restricted
executive shares and 161,527,405 class B shares, there are no preference shares nor any options of any class on issue and, except in respect of the MRL
Obligation, neither LGL nor any of its Subsidiaries are under any obligation
to issue and have not granted any person the right to call for the issue of
any shares or other securities in LGL or any of its Subsidiaries other than
pursuant to the Lihir Executive Share Plan or as disclosed to ASX;(iii)
    
    the execution and delivery of this agreement by LGL and
Lihir Acquirer has been properly authorised by all necessary corporate action
and LGL and Lihir Acquirer has full corporate power and lawful authority to
execute and deliver this agreement and to perform or cause to be performed its
obligations under this agreement;(iv)
    
    (subject to laws generally affecting creditors rights and
the principles of equity) this agreement constitutes legal, valid and binding
obligations on it and execution and performance of this agreement will not
result in a breach of or default under LGLs or Lihir Acquirers constitution
or any agreement or deed or any writ, order or injunction, rule or regulation
to which LGL or any of its Subsidiaries is a party or to which they are bound
(except for such breaches or defaults as would not have a material adverse
effect on the consolidated financial position of LGL) or require any consent,
approval, authorisation or permit from any Governmental Agency, except for the
Regulatory Approvals;(v)
    
    the New Lihir Shares to be issued in accordance with clause
3.2, will be duly authorised and validly issued, fully paid, free of all
security interests and third party rights and will rank equally with all other
Lihir Shares then on issue (other than the B Class shares in the capital of
LGL);(vi)
    
    it will provide Equigold all such further or new information
of which it becomes aware that arises after the Scheme Booklet has been
despatched until the date of the Scheme Meeting where that is necessary to
ensure that the Scheme Booklet continues to comply with the Corporations Act;(vii)
    
    it has complied with its continuous disclosure obligations
under the ASX Listing Rules and Corporations Act, is not relying on any
exception to ASX Listing Rule 3.1 contained in ASX Listing Rule 3.1A (except
in relation to the Scheme, the Option and discussions with Equigold) and its
accounts are prepared on a consistent basis with past practices (except to the
extent that adoption of AIFRS requires a change to past practices) and in
accordance with all relevant accounting standards;(viii)
    
    the Lihir Information contained in the Scheme Booklet will be included in
good faith and on the understanding that Equigold and its directors will rely
on that information for the purposes of considering and approving the Scheme
Booklet before it is despatched, and implementing the Scheme and the Lihir
Information will comply with the requirements of all applicable Australian
laws, the ASX Listing Rules and the applicable ASIC regulatory guides;




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Blake Dawson
 (ix)
    
    to the best of LGLs knowledge, all information provided by
or on behalf of LGL or Lihir Acquirer to Equigold during the course of
negotiations in relation to the merger of the parties and the preparation of
the Scheme Booklet is complete, accurate and not misleading in all material
respects (including by omission);(x)
    
    all information provided by LGL or Lihir Acquirer to Equigold
or the Independent Expert will be provided in good faith and on the
understanding that the Equigold Board and the Independent Expert will rely on
such information for the purposes of considering and approving the Scheme
Booklet and for producing its report for the Scheme Booklet respectively; and(xi)
    
    to the best of LGLs knowledge, it and its Subsidiaries have
complied in all material respects with all material Australian, Papua New
Guinea and other foreign laws and regulations applicable to them and have all
material licenses, permits and franchises necessary for them to conduct their
respective businesses as presently being conducted (other than the outstanding
ministerial approval of the environmental impact statement for the flotation
circuit for the Lihir operation).
 9.2
    
    LGLs indemnitiesLGL agrees with Equigold to indemnify and keep indemnified Equigold from and against all
claims, liabilities and loss which Equigold may suffer or incur by reason of any breach of
any of the representations and warranties in clause 9.1(b).
 9.3
    
    Equigold representations and warrantiesSave as disclosed in writing by Equigold prior to execution of this agreement:
 (a)
    
    Equigold represents and warrants to LGL each of the matters set out in clause
9.3(b) as at the date of this agreement, the date of the Scheme Meeting, 8.00am on the
Second Court Hearing Date, the Implementation Date and any other date to which a
representation in clause 9.3(b) is expressed to be given.(b)
    
    Equigold represents and warrants to LGL that:
 (i)
    
    it is a validly existing corporation registered under the
laws of its place of incorporation;(ii)
    
    as at the date of this agreement Equigold issued equity
securities comprise 212,428,255 ordinary shares, there are no preference shares of any class on issue or options over ordinary shares and neither
Equigold nor any of its Subsidiaries are under any obligation to issue and
have not granted any person the right to call for the issue of any shares or
other securities in Equigold or any of its Subsidiaries;(iii)
    
    the execution and delivery of this agreement by Equigold has
been properly authorised by all necessary corporate action and Equigold has
full corporate power and lawful authority to execute and deliver this
agreement and to perform or cause to be performed its obligations under this
agreement;(iv)
    
    (subject to laws generally affecting creditors rights and
the principles of equity) this agreement constitutes legal, valid and binding
obligations on it and execution and performance of this agreement will not
result in a




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Blake Dawson
 breach of or default under Equigolds constitution or any agreement or deed or any
writ, order or injunction, rule or regulation to which Equigold or any of its
Subsidiaries is a party or to which they are bound (except for such breaches
or defaults as would not have a material adverse effect on the consolidated
financial position of Equigold) or require any consent, approval,
authorisation or permit from any Governmental Agency, except for the
Regulatory Approvals;(v)
    
    to the best of Equigold knowledge, all information provided
by or on behalf of Equigold to LGL and Lihir Acquirer during the course of
negotiations in relation to the merger of the parties and the preparation of
the Scheme Booklet is complete, accurate and not misleading in all material
respects (including by omission);(vi)
    
    it has complied with its continuous disclosure obligations
under the Listing Rules and Corporations Act, and its accounts are prepared on
a consistent basis with past practices and in accordance with all relevant
accounting standards;(vii)
    
    the Equigold Information contained in the Scheme Booklet
will be included in good faith and on the understanding that LGL and Lihir
Acquirer and their respective directors will rely on that information for the
purposes of considering and approving the Lihir Information in the Scheme
Booklet before it is despatched, approving the entry into the Deed Poll under
clause 4.2(i) and implementing the Scheme and the Equigold Information will
comply with the requirements of all applicable Australian laws, the ASX
Listing Rules and the applicable ASIC regulatory guides;(viii)
    
    Equigold has provided to LGL all material information, including forward
looking statements, actually known to it (having made reasonable enquiries) as
at the date of this agreement regarding matters affecting or relating to it:
 (A)
    
    which is not already in the public domain;
and(B)
    
    the disclosure of which might reasonably be
expected to have resulted in LGL or Lihir Acquirer not entering into
this agreement at all or only entering into this agreement on
materially different terms;
 (ix)
    
    to the best of Equigolds knowledge, it and its Subsidiaries
have complied in all material respects with all material Australian and
foreign laws and regulations applicable to them and have all material
licenses, permits and franchises necessary for them to conduct their
respective businesses as presently being conducted;(x)
    
    to the best of Equigolds knowledge, it and its Subsidiaries
have all material mining licences, environmental approvals (including a
properly assessed and approved environmental impact statement), planning
permits, approved work plans and other consents necessary for the development,
mining and exploration activities of the Projects; and(xi)
    
    no person has any right under any provision of any agreement
(other than the Fourth Replacement Facility Agreement) or other instrument to
which Equigold or any Subsidiary of Equigold is a party or is legally bound
which arises or would arise as a result of the acquisition of Equigold Shares by
Lihir Acquirer or the entry into or performance of this agreement and, if




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Blake Dawson
 exercised by that person, results, or could result in a Equigold Material Adverse
Change.
 9.4
    
    Equigolds IndemnityEquigold agrees with LGL to indemnify and keep indemnified LGL and Lihir Acquirer from and
against all claims, liabilities and loss which LGL or Lihir Acquirer may suffer or incur by
reason of any breach of any of the representations and warranties in clause 9.3(b).9.5
    
    Reliance by partiesEach party (the Representor) acknowledges that:
 (a)
    
    in entering into this agreement each other party has relied on the
representations and warranties provided by the Representor under this clause 9. The
representations and warranties provided by the Representor are not extinguished or
affected by any investigation made by or on behalf of any other party into the affairs
or business of the Representor or its Related Parties; and(b)
    
    any breach of the representations and warranties provided by the Representor
under this clause 9 after the Scheme becomes Effective may only give rise to a claim
in damages and cannot result in a termination of this agreement.
 9.6
    
    Survival of representations and indemnities
 (a)
    
    The representations, warranties provided by each party under this clause 9:
 (i)
    
    are severable;(ii)
    
    will survive the termination of this agreement; and(iii)
    
    are given with the intent that liability under them will not
be confined to breaches of them discovered prior to the date of termination of
this agreement.
 (b)
    
    The indemnities provided by each party under this clause 9 will:
 (i)
    
    be severable;(ii)
    
    be a continuing obligation;(iii)
    
    constitute a separate and independent obligation of the
party giving the indemnity from any other obligations of such party under this
agreement; and(iv)
    
    survive the termination of this agreement.
 9.7
    
    InsurancesSubject to the Scheme being Effective, Lihir Acquirer undertakes that it will procure that
Equigold maintains, for a period of six years from the Implementation Date, directors and
officers run off insurance cover for the Officers of Equigold as at the Implementation Date
to cover a liability incurred by that Officer in their capacity in respect of the period
prior to the Implementation Date.




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Blake Dawson
 10.
    
    PUBLIC ANNOUNCEMENTS10.1
    
    Announcements of SchemeImmediately after the execution of this agreement, the parties must make the Agreed
Announcements.10.2
    
    Public announcement and submissionsSubject to clause 10.3, each party must consult with the other prior to making any other
public announcements in connection with the Scheme.10.3
    
    Required disclosureWhere a party is required by law, the Listing Rules or any other applicable stock exchange
regulation to make any announcement or make any disclosure relating to matter the subject
of the Scheme, it may do so only after it has given the other party as much notice as
possible and has consulted with the other party as to the content of that announcement of
disclosure.10.4
    
    Market and analyst briefingsEach party must use its reasonable endeavours (subject to its disclosure obligations under
the Listing Rules and Relevant Companies Legislation) to ensure that any briefing to
analysts, the media or shareholders in relation to the Scheme or the subject matter of this
agreement is a joint briefing.11.
    
    TERMINATION11.1
    
    Termination for breachThis agreement may be terminated at any time prior to 8.00am on the Second Court Hearing
Date by a party if:
 (a)
    
    the other party is in material breach of any clause of this agreement or
there has been a material breach of a material representation or warranty given by
that other party under clause 9.1 or 9.3 (as applicable) before the Second Court
Hearing Date;(b)
    
    the non-defaulting party has given notice to the other party specifying the
breach and stating an intention to terminate this agreement; and(c)
    
    if the breach is capable of remedy, it has not been remedied within seven
Business Days (or any shorter period ending at 5.00pm on the last Business Day before
the Second Court Hearing Date) from the date a notice under clause 11.1(b) is given.
 11.2
    
    No-fault terminationThis agreement may be terminated by either party, if the Scheme has not become Effective on
or before the End Date and may also be terminated at any time prior to 8.00am on the Second
Court Hearing Date:
 (a)
    
    by either party, if the resolution submitted to the Scheme Meeting is not
approved by the requisite majorities;




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Blake Dawson
 (b)
    
    by either party if the Court refuses to make orders convening the Scheme
Meeting or approving the Scheme and the party wishing to terminate the agreement
obtains an opinion from Senior Counsel that, in counsels view, an appeal would have
less than a 50% prospect of success;(c)
    
    by either party, if the Court or other Governmental Agency has issued an
order, decree or ruling or taken other action which permanently restrains or prohibits
the Scheme or the acquisition of the Equigold Shares and the parties fail to agree on
conducting an appeal within 5 Business Days;(d)
    
    in accordance with and pursuant to clause 2.5 or clause 8.1;(e)
    
    by either party if any of the events described in paragraphs (a), (b) or (c)
of clause 13.1 occurs and the Equigold Break Fee is paid in full;(f)
    
    by Lihir Acquirer, if the event described in clause 2.1(o) occurs;(g)
    
    by either party if the Independent Expert opines that the Scheme is not in
the best interests of Equigold Shareholders; or(h)
    
    by either party if an Insolvency Event has occurred in relation to Equigold
or Lihir Acquirer or any of their Related Bodies Corporate.
 11.3
    
    Effect of termination
 (a)
    
    Termination of this agreement under clause 11.1 or 11.2 (including under
clause 2.5 or clause 8.1) does not affect any accrued rights arising from a breach of
this agreement prior to termination.(b)
    
    Clauses 9.6 and 14 survive termination of this agreement.
 11.4
    
    Notification of breach and compliance certificate
 (a)
    
    Equigold, LGL and Lihir Acquirer will respectively promptly advise each other
in writing of:
 (i)
    
    a representation or warranty provided in this agreement by
either party becoming false; or(ii)
    
    a breach of this agreement by it.
 (b)
    
    By 5.00pm on the Business Day immediately before the Second Court Hearing Date,
each of Lihir Acquirer and Equigold must execute and deliver to the other party a
certificate signed by a director and made in accordance with a resolution of the
relevant Board confirming that (except as previously disclosed in writing):
 (i)
    
    it (and in the case of Lihir Acquirer, also including LGL)
has complied in all material respects with its obligations under this
agreement; and(ii)
    
    the representations and warranties given by it in clause 9
remain true and correct in all material respects.




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Blake Dawson
 12.
    
    EXCLUSIVITY12.1
    
    No existing discussionsAs at the date of this agreement, Equigold represents and warrants that, other than the
discussions in respect of the Scheme, it is not currently in any other negotiations or
discussions in respect of any Competing Transaction with any other person.12.2
    
    No-shop restrictionDuring the Non-Solicitation Period, Equigold must ensure that neither it nor any of its
Related Parties directly or indirectly solicits, invites, encourages or initiates any
enquiries, negotiations or discussions, or communicates any intention to do any of these
things, with a view to obtaining any expression of interest, offer or proposal from any
other person in relation to a Competing Transaction.12.3
    
    No-talk restrictionSubject to clause 12.8, during the Non-Solicitation Period, Equigold must ensure that
neither it nor any of its Related Parties negotiates or enters into, participates in
negotiations or discussions with any other person regarding a Competing Transaction or
potential Competing Transaction or grants any other person any right or access to conduct
due diligence investigations in respect of Equigold, even if:
 (a)
    
    that other persons Competing Transaction was not directly or indirectly
solicited or initiated by Equigold or any of its Related Parties; or(b)
    
    that person has publicly announced their Competing Transaction.
 12.4
    
    NotificationDuring the Non-Solicitation Period, if Equigold is approached by any person to engage in
any activity that would breach its obligations in clauses 12.2 or 12.3 (or would breach its
obligations in clause 12.3 if it were not for clause 12.8) (Prescribed Activity), Equigold
must promptly inform Lihir Acquirer of the fact, the identity of that person, the key terms
of any proposal made by that person and a copy of any such proposal (Third Party Proposal).12.5
    
    Lihir Acquirers Right to Match Third Party ProposalEquigold must not enter into any agreement, arrangement or understanding in relation to the
Third Party Proposal unless Equigold has notified Lihir Acquirer of the Third Party
Proposal and Lihir Acquirer has not, within 2 business days of that notification, submitted
a written proposal (Lihir Acquirers Proposal) to Equigold which is on terms no less
favourable than the terms of the Third Party Proposal. If Lihir Acquirers Proposal is on
terms no less favourable than the Third Party Proposal, Equigold must, in the absence of a
more favourable offer, proceed exclusively with Lihir Acquirers Proposal.12.6
    
    Amended ProposalAny amendment or modification of a Third Party Proposal will be deemed to be a new Third
Party Proposal so that the provisions of this clause 12 will require notification by
Equigold to Lihir Acquirer of the terms of and the right of Lihir Acquirer to match any
such amended Third Party Proposal within the time periods specified in the clause.




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Blake Dawson
 12.7
    
    Time of the essenceTime is of the essence in this clause 12.12.8
    
    Exception to no-talk and notificationDespite anything else in this agreement:
 (a)
    
    the restrictions in clause 12.3 do not apply to restrict Equigold taking any
action with respect to a Competing Transaction in respect of all the Equigold Shares
or substantially all of Equigold businesses (which was not solicited or initiated by
Equigold in contravention of clause 12.2); and(b)
    
    the obligations in clause 12.4 do not apply to require Equigold to inform
Lihir Acquirer of a Third Party Proposal,
 where such action or inaction (as the case may be) is necessary to discharge the fiduciary
or statutory duties of the directors of Equigold (or to avoid a contravention of law).
 12.9
    
    Other exceptionsNothing in this clause 12 prevents Equigold from:
 (a)
    
    providing information to its Representatives;(b)
    
    providing information to rating agencies or any Governmental Agency;(c)
    
    providing information to its auditors, Advisers, banks and other financial
institutions, customers and suppliers acting in that capacity, in the ordinary and
usual course of business; or(d)
    
    making presentations to brokers, portfolio investors or analysts in the
ordinary and usual course of business.
 13.
    
    BREAK FEE13.1
    
    Equigold Break FeeSubject to clause 13.3 and clause 13.4:
 (a)
    
    if any director of Equigold;
 (i)
    
    makes any public statement prior to the approval of the
Scheme by the Court under section 411(4)(b) of the Corporations Act to the
effect that he or she does not support (or no longer supports) the Scheme; or(ii)
    
    (without limiting (i) above) fails to recommend the Scheme
or, having done so, any director of Equigold publicly withdraws or varies his
or her favourable recommendation of the Scheme (or any part of it) prior to
the approval of the Scheme by the Court under section 411(4)(b) of the
Corporations Act;
 other than (in either such case):
 (A)
    
    in circumstances where Equigold is entitled
to terminate this agreement under clause 2.5(b); or




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Blake Dawson
 (B)
    
    because the Independent Expert has concluded
in the Independent Experts Report that the Scheme is not in the best
interests of Equigold Shareholders;
 (b)
    
    if any director of Equigold publicly recommends, promotes or otherwise
endorses a Competing Transaction in relation to Equigold;(c)
    
    if:
 (i)
    
    before the Scheme becomes Effective a Competing Transaction
in relation to Equigold is announced or open for acceptance;(ii)
    
    the person proposing the Competing Transaction (either alone
or together with its Associates) acquires a Relevant Interest in 20% or more
in the voting shares of Equigold;(iii)
    
    that Competing Transaction is more favourable to Scheme
Participants than the Scheme, taking into account all terms and conditions of
the Competing Transaction; and(iv)
    
    that Competing Transaction becomes free of any defeating
conditions;
 (d)
    
    the Effective Date has not occurred on or prior to the End Date as a direct
result of the failure by Equigold to perform or satisfy any of its material
obligations under this agreement which has not been remedied in accordance with clause
11.1 (where, for the purposes of this paragraph, a material obligation is an
obligation the performance or satisfaction of which is necessary for the
implementation of the Scheme); or(e)
    
    LGL or Lihir Acquirer has terminated this agreement because of a breach by
Equigold of clause 12,
 then Equigold must pay to Lihir Acquirer the Equigold Break Fee in accordance with clause
13.6.
 13.2
    
    Lihir Break FeeSubject to clause 13.3 and 13.4, if the Effective Date has not occurred on or prior to the
End Date as a direct result of the failure by LGL or Lihir Acquirer to perform or satisfy
any of their material obligations under this agreement which has not been remedied in
accordance with clause 11.1 (where for the purposes of this clause a material obligation is
an obligation the performance or satisfaction of which is necessary for the implementation
of the Scheme), LGL must pay to Equigold the Lihir Break Fee in accordance with clause
13.6.13.3
    
    No payment if prior termination or Scheme becomes EffectiveThe Break Fee is not payable under clause 13.1 or clause 13.2 if:
 (a)
    
    prior to an event referred to in that clause occurring, this agreement has
already been validly terminated, or(b)
    
    the Scheme becomes Effective notwithstanding the occurrence of any event
under clause 13.1.




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Blake Dawson
 13.4
    
    Compliance with lawIf the payment of all or any part of a Break Fee is:
 (a)
    
    unlawful;(b)
    
    involves a breach of directors duties; or(c)
    
    constitutes unacceptable circumstances (within the meaning of the
Corporations Act and as declared by the Takeovers Panel or a Court),
 (Impugned Amount)then:
 (d)
    
    the requirement to pay the Break Fee does not apply to the extent of the
Impugned Amount; and(e)
    
    if Equigold or Lihir Acquirer (as applicable) has received the Impugned
Amount, it must refund it within 10 Business Days of the final determination being
made.
 13.5
    
    Acknowledgments
 (a)
    
    Each party acknowledges that:
 (i)
    
    the other party will incur significant costs, expenses,
outgoings and losses if the Scheme is not successful and Lihir Acquirer does
not acquire the Equigold Shares, and that it is not possible to accurately
ascertain these costs; and(ii)
    
    the Break Fee represent a genuine and reasonable pre-estimate
of the internal, external advisory and financial costs (and all associated out
of pocket expenses) of the other party in relation to the proposed Scheme and
the acquisition of the Equigold Shares by Lihir Acquirer.
 (b)
    
    Each party confirms that:
 (i)
    
    it has received legal advice on this agreement and the
operation of this clause; and(ii)
    
    it considers this clause to be fair and reasonable and that
it is appropriate to agree to the terms in this clause in order to secure the
significant benefits to it (and its shareholders) resulting from the Scheme.
 13.6
    
    PaymentAny payment of a Break Fee required under this clause 13 must be made within 5 Business
Days of receipt of a written demand. The demand may only be made after:
 (a)
    
    the Scheme fails to become Effective by the End Date; or(b)
    
    this agreement is terminated in accordance with its terms.




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Blake Dawson
 14.
    
    CONFIDENTIALITY14.1
    
    Equigolds obligationsEquigold acknowledges and agrees that:
 (a)
    
    it will use the LGL Confidential Information exclusively for the purpose of
due diligence and preparing the Scheme Booklet and for no other purpose (and, without
limitation, will not make any use of the LGL Confidential Information or any part of
it to the competitive disadvantage of LGL, Lihir Acquirer or any of their Related
Parties);(b)
    
    it will keep the LGL Confidential Information in confidence and will not
disclose the LGL Confidential Information except:
 (i)
    
    to such Representatives of Equigold as require the LGL
Confidential Information for the purpose of preparing the Scheme Booklet, but
only if any such person owes a duty of confidentiality to Equigold and is
aware of the obligations of Equigold under this clause 14.1;(ii)
    
    as required by law; or(iii)
    
    with the prior consent of LGL;
 (c)
    
    it will immediately notify LGL of any suspected or actual unauthorised use,
copying or disclosure of the LGL Confidential Information; and(d)
    
    it will, upon request by LGL, return to LGL all LGL Confidential Information
provided to Equigold and its Representatives, together with any notes, records or
copies of the LGL Confidential Information generated by any such person.
 14.2
    
    Lihir Acquirers obligationsEach of LGL and Lihir Acquirer acknowledges and agrees that:
 (a)
    
    it will not make any use of the Equigold Confidential Information or any part
of it except in connection with the Scheme, a Competing Transaction in relation to
Equigold or any other transaction contemplated by this agreement and will not make any
use of the Equigold Confidential Information or any part of it to the competitive
disadvantage of Equigold or any of its Related Parties;(b)
    
    it will keep the Equigold Confidential Information in confidence and will not
disclose the Equigold Confidential Information except:
 (i)
    
    to such Representatives of LGL or Lihir Acquirer as require
the Equigold Confidential Information in connection with the Scheme, a
Competing Transaction in relation to Equigold or any other transaction
contemplated by this agreement, but only if any such person owes a duty of
confidentiality to LGL or Lihir Acquirer and is aware of the obligations under
this clause 14.2;(ii)
    
    as required by law; or(iii)
    
    with the prior consent of Equigold;
 (c)
    
    it will immediately notify Equigold of any suspected or actual unauthorised
use, copying or disclosure of the Equigold Confidential Information; and




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Blake Dawson
 (d)
    
    it will, upon request by Equigold, return to Equigold all Equigold
Confidential Information provided to either LGL or Lihir Acquirer and its
Representatives, together with any notes, records or copies of the Equigold
Confidential Information generated by any such person.
 15.
    
    GENERAL
 15.1
    
    Further actsEach party will promptly do and perform all further acts and execute and deliver all
further documents (in form and content reasonably satisfactory to that party) required by
law or reasonably requested by any other part to give effect to this agreement.15.2
    
    NoticesAny communication under or in connection with this agreement:
 (a)
    
    must be in writing;(b)
    
    must be addressed as shown below:
 LGLAddress:
    
    Level 7, Pacific PlaceCnr. Champion Parade & Musgrave StreetPort Moresby, Papua New GuineaFax No:
    
    +675 321 4705Copy to:
    
    07 3318 9203For the attention of:
    
    Group Secretary and General CounselLihir AcquirerAddress:
    
    Level 9500 Queen StreetBrisbane, Queensland 4000, AustraliaFax No:
    
    07 3318 9203For the attention of:
    
    Group Secretary and General CounselEquigoldAddress:
    
    Level 17 Sleat RoadApplecross, Western Australia 6153Fax No:
    
    08 9364 7002For the attention of:
    
    Managing Director
 (or as otherwise notified by that party to the other party from time to time);
 (c)
    
    must be signed by the party making the communication or by a person duly
authorised by that party;




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Blake Dawson
 (d)
    
    must be delivered or posted by prepaid post to the address, or sent by fax to
the number of the addressee, in accordance with clause 15.2(b); and(e)
    
    will be deemed to be received by the addressee:
 (i)
    
    (in the case of prepaid post) on the third Business Day after
the date of posting;(ii)
    
    (in the case of fax) at the local time (in the place of
receipt of that fax) which then equates to the time at which that fax is sent
as shown on the transmission report which is produced by the machine from
which that fax is sent and which confirms transmission of that fax in its
entirety, unless that local time is not a Business Day, or is after 5.00pm on
a Business Day, when that communication will be deemed to be received at
9.00am on the next Business Day; and(iii)
    
    (in the case of delivery by hand) on delivery at the address
of the addressee as provided in clause 15.2(b), unless that delivery is not
made on a Business Day, or after 5.00pm on a Business Day, when that
communication will be deemed to be received at 9.00am on the next Business
Day.
 15.3
    
    GST
 (a)
    
    Unless expressly included, the consideration for any supply under or in
connection with this agreement does not include GST.(b)
    
    To the extent that any supply made by a party to another party (Recipient)
under or in connection with this agreement is a taxable supply and a tax invoice has
been provided to the Recipient, the Recipient must pay, in addition to the
consideration to be provided under this agreement for that supply (unless it expressly
includes GST) an amount equal to the amount of that consideration (or its GST
exclusive market value) multiplied by the rate at which GST is imposed in respect of
the supply.(c)
    
    The amount of GST payable in accordance with this clause 15.3 will be paid at
the same time and in the same manner as the consideration otherwise payable for the
supply is provided.
 15.4
    
    Stamp dutiesLGL must pay all stamp duties (if any) and any fines, penalties and interest with respect
to stamp duty in respect of this agreement or the Scheme or the steps to be taken under
this agreement or the Scheme.15.5
    
    ExpensesExcept as otherwise provided in this agreement, each party will pay its own costs and
expenses in connection with the negotiation, preparation, execution, and performance of
this agreement and the Scheme Booklet and the proposed, attempted or actual implementation
of this agreement and the Scheme.15.6
    
    AmendmentsThis agreement may only be varied by a document signed by or on behalf of each of the
parties.




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Blake Dawson
 15.7
    
    AssignmentA party cannot assign, novate or otherwise transfer any of its rights or obligations under
this agreement without the prior written consent of the other party.15.8
    
    Governing law
 (a)
    
    This agreement is governed by and will be construed according to the laws of
Western Australia.(b)
    
    Each party irrevocably submits to the non-exclusive jurisdiction of the
courts of Western Australia of the Commonwealth of Australia and courts of appeal from
them.
 15.9
    
    Business DayExcept where otherwise expressly provided, where under this agreement the day on which any
act, matter or thing is to be done is a day other than a Business Day, such act, matter or
thing will be done on the next Business Day.
 15.10
    
    Waiver
 (a)
    
    Failure to exercise or enforce or a delay in exercising or enforcing or the
partial exercise or enforcement of any right, power or remedy provided by law or under
this agreement by any party will not in any way preclude, or operate as a waiver of,
any exercise or enforcement, or further exercise or enforcement of that or any other
right, power or remedy provided by law or under this agreement.(b)
    
    Any waiver or consent given by any party under this agreement will only be
effective and binding on that party if it is given or confirmed in writing by that
party.(c)
    
    No waiver of a breach of any term of this agreement will operate as a waiver
of another breach of that term or of a breach of any other term of this agreement.
 15.11
    
    ConsentsAny consent referred to in, or required under, this agreement from any party may not be
unreasonably withheld, unless this agreement expressly provides for that consent to be
given in that partys absolute discretion.
 15.12
    
    CounterpartsThis agreement may be executed in any number of counterparts and by the parties on separate
counterparts. Each counterpart constitutes the agreement of each party who has executed and
delivered that counterparty.
 15.13
    
    Entire agreementTo the extent permitted by law, in relation to the subject matter of this agreement, this
agreement:
 (a)
    
    embodies the entire understanding of the parties and constitutes the entire
terms agreed upon between the parties; and(b)
    
    supersedes any prior agreement (whether or not in writing) between the
parties.




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Blake Dawson
 15.14
    
    No representation or reliance
 (a)
    
    Each party acknowledges that no party (nor any person acting on its behalf)
has made any representation or other inducement to it to enter into this agreement,
except for representations or inducements expressly set out or acknowledged in this
agreement.(b)
    
    Each party acknowledges and confirms that it does not enter into this
agreement in reliance on any representation or other inducement by or on behalf of any
other party, except for any representation or inducement expressly set out or
acknowledged in this agreement.(c)
    
    Paragraphs (a) and (b) above do not prejudice any rights a party may have in
relation to information which had been filed by the other party with ASIC or the ASX.
 15.15
    
    No mergerThe rights and obligations of the parties will not merge on completion of any transaction
under this agreement. They will survive the execution and delivery of any assignment or
other document entered into for the purpose of implementing any transaction.
 15.16
    
    Remedies cumulativeThe rights and remedies provided in this agreement are in addition to other rights and
remedies given by law independently of this agreement.
 16.
    
    INTERPRETATION16.1
    
    DefinitionsIn this agreement unless the context otherwise requires, the following words and
expressions have meanings as follows:Advisermeans, in relation to an entity, its legal, financial and other expert advisers
(not including the Independent Expert).Agreed Announcementsmeans the announcements to ASX, POMSoX, NASDAQ and TSX by each of the
parties in the form set out in Annexure D or such other form as the parties may agree.AIFRSmeans the International Financial Reporting Standards as adopted in Australia.ASICmeans the Australian Securities and Investments Commission.Associatehas the meaning given to that term in the Corporations Act.ASXmeans ASX Limited (ACN 008 624 691).Bonikro Projectmeans the Equigolds interest in the Bonikro gold project in the Ivory
Coast.Business Daymeans a business day as defined in the Listing Rules.Break Feemeans, in the case of Equigold the Equigold Break Fee, and, in the case of LGL or
Lihir Acquirer, the Lihir Break Fee.Companies Actmeans the Companies Act 1997 of Papua New Guinea.




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Blake Dawson
 Competing Transaction :
 (a)
    
    a transaction which, if completed, would mean a person would, directly or
indirectly:
 (i)
    
    acquire all or a substantial part of the assets or business
of the relevant company and/or its Related Bodies Corporate;(ii)
    
    acquire a Relevant Interest in or become the holder of 10% or
more of the relevant companys share capital or of the share capital of any of
its Subsidiaries or enter into any cash settled equity swap or other
derivative contract arrangement in respect of 10% or more of the relevant
companys share capital; or(iii)
    
    acquire Control of the relevant company;
 (b)
    
    a takeover bid, scheme of arrangement, amalgamation, merger, capital
reconstruction, consolidation, purchase of main undertaking or other business
combination involving the relevant company and/or its Related Bodies Corporate; or(c)
    
    a transaction involving the formation of a dual listed company structure,
stapled security structure or other form of synthetic merger having the same or
substantially the same effect as a takeover bid for, or scheme of arrangement in
respect of, the relevant company and/or its Related Bodies Corporate.
 Control
 Corporations Act Corporations Act 2001
 Court
 Effective
 Effective Date
 End Date
 Equigold Board
 Equigold Break Fee
 Equigold Confidential Information
 Equigold Director Retirement Benefit Policy
 Equigold Group




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Blake Dawson
 Equigold Information
 Equigold Material Adverse Change
 (a)
    
    an event required or permitted to be done or procured by Equigold or its
Subsidiaries pursuant to this agreement or the Scheme;(b)
    
    an event expressly disclosed as an Equigold Material Adverse Change in
writing by Equigold to LGL prior to the date of this agreement;(c)
    
    an event done with the prior written approval of LGL or Lihir Acquirer;(d)
    
    the termination of the Fourth Replacement Facility Agreement pursuant to its
terms as a result of the change of control which will or may occur as a result of this
agreement or the Scheme,
  Equigold Prescribed Event
 (a)
    
    Equigold converting all or any of its shares into a larger or smaller number
of shares;(b)
    
    Equigold resolving to reduce its share capital in any way;(c)
    
    Equigold:
 (i)
    
    entering into a buy-back agreement; or(ii)
    
    resolving to approve the terms of a buy-back agreement under
the Corporations Act;
 (d)
    
    Equigold declaring, paying or distributing any dividend, bonus or other share
of its shareholder profits or shareholder assets or returning or agreeing to return
any capital to its members, excluding paying the interim dividend declared on 25
February 2008 in respect of the half year ending 31 December 2007 and payable on or
about 2 April 2008;(e)
    
    Equigold or any of its Subsidiaries issuing shares, or granting an option
over its shares to a person outside the Equigold Group, or agreeing to make such an
issue or grant such an option to a person outside the Equigold Group;(f)
    
    Equigold or any of its Subsidiaries issuing Equigold or agreeing to issue
securities or other instruments convertible into shares or debt securities to a person
outside the Equigold Group;(g)
    
    Equigold or any of its Subsidiaries disposing, or agreeing to dispose, of the
whole, or a substantial part, of its business or property, excluding the sale of the
Kirkalocka Project;




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##### 



Blake Dawson
 (h)
    
    Subject to clause 7.3(g), other than in the ordinary course of business and
consistent with past practice, Equigold or any of its Subsidiaries creating, or
agreeing to create, any mortgage, charge, lien or other encumbrance over the whole, or
a substantial part, of its business or property;(i)
    
    other than in the ordinary course of business and consistent with past
practice, Equigold or any of its Subsidiaries:
 (i)
    
    increasing the remuneration of, or otherwise varying, the
employment arrangements with any of its directors or Senior Employees;(ii)
    
    accelerating the rights of any of its directors or Senior
Employees to compensation or benefits of any kind (including under any
Equigold executive or employee share plans); or(iii)
    
    paying any of its directors or Senior Employees a
termination or retention payment (otherwise than in accordance with an
existing contract in place at the date of this agreement or the Equigold
Director Retirement Benefits Policy);
 (j)
    
    terminating any Senior Employee, engaging any Senior Employee or otherwise
varying any agreement with any director or Senior Employee;(k)
    
    other than in the ordinary course of business and consistent with past
practice, business plans or budgets made public or disclosed to ASX or LGL prior to
the date of this agreement, Equigold or any of its Subsidiaries:
 (i)
    
    entering into any contract or commitment involving revenue or
expenditure of more than $500,000 over the term of the contract or commitment;
or(ii)
    
    terminating or amending in a material manner any contract
material to the conduct of the Equigold Groups business or which involves
expenditure or revenue of more than $500,000 over the term of the contract;
 (l)
    
    Equigold or any of its operating Subsidiaries resolving that it be wound up;(m)
    
    a liquidator, provisional liquidator or administrator of Equigold or any of
its operating Subsidiaries being appointed;(n)
    
    the making of an order by a court for the winding up of Equigold or any of
its operating Subsidiaries;(o)
    
    Equigold or any of its operating Subsidiaries executing a deed of company
arrangement; or(p)
    
    a receiver, or a receiver and manager, in relation to the whole, or a
substantial part, of the property of Equigold or any of its operating Subsidiaries
being appointed,
  (q)
    
    Equigold has first consulted in detail with LGL and Lihir Acquirer in
relation to the proposed event, and LGL and Lihir Acquirer has approved in its
absolute discretion the proposed event within five Business Days of having been so
consulted;(r)
    
    the event is expressly disclosed as an Equigold Prescribed Event in writing
by Equigold to LGL prior to the date of this agreement;




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Blake Dawson
 (s)
    
    the event is required or permitted to be done or procured by Equigold or its
Subsidiaries pursuant to this agreement or the Scheme;(t)
    
    the termination of the Fourth Replacement Facility Agreement pursuant to its
terms as a result of the change of control which will or may occur as a result of this
agreement or the Scheme.
 Equigold Shareholders
 Equigold Shares
 Equigold Subsidiaries
 (a)
    
    Swindon Holdings Pty Ltd ACN 060 105 535;(b)
    
    Kim Resources NL ACN 060 719 744;(c)
    
    Stanmines NL ACN 009 248 122;(d)
    
    Equigold Mines CI SA; and(e)
    
    Equigold CI SA.
 First Court Hearing Date
 Fourth Replacement Facility Agreement
 Gold Price
 Governmental Agency
 Implementation Date
 Impugned Amount
 Independent Expert
 Insolvency Event
 (a)
    
    Insolvency official: the appointment of a liquidator, provisional liquidator,
administrator, receiver, receiver and manager or other insolvency official (whether
under an Australian law or a foreign law) to the person or to the whole or a
substantial part of the property or assets of the person;(b)
    
    Arrangements: the entry by the person into a compromise or arrangement with
its creditors generally;




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Blake Dawson
 (c)
    
    Winding up: the calling of a meeting to consider a resolution to wind up the
person (other than where the resolution is frivolous or cannot reasonably be
considered to be likely to lead to the actual winding up of the person) or the making
of an application or order for the winding up or dissolution of the person other than
where the application or order (as the case may be) is set aside within 14 days;(d)
    
    Suspends payment: the person suspends or threatens to suspend payment of its
debts generally;(e)
    
    Ceasing business: the person ceases or threatens to cease to carry on
business; or(f)
    
    Insolvency: the person is or becomes unable to pay its debts when they fall
due within the meaning of the Corporations Act or is otherwise presumed to be
insolvent under the Corporations Act or under the legislation in the jurisdiction of
incorporation of that person.
 Kirkalocka Project
 Lihir Acquirer Board
 Lihir Acquirers Proposal
 Lihir Board
 Lihir Break Fee
 LGL Confidential Information
 Lihir Deed Poll
 Lihir Executive Share Plan
 Lihir Expansion Project
 Lihir Group
 Lihir Information
 Lihir Material Adverse Change




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##### 



Blake Dawson
 (a)
    
    an event required or permitted to be done or procured by LGL or its
Subsidiaries pursuant to this agreement or the Scheme;(b)
    
    an event expressly disclosed in writing as a Lihir Material Adverse Change by
LGL to Equigold prior to the date of this agreement;(c)
    
    an event done with the prior written approval of Equigold.
 Lihir Prescribed Event
 (a)
    
    LGL converting all or any of its shares into a larger or smaller number of shares;(b)
    
    LGL resolving to reduce its share capital in any way;(c)
    
    LGL:
 (i)
    
    entering into a buy-back agreement; or(ii)
    
    resolving to approve the terms of a buy-back agreement under
the Companies Act;
 (d)
    
    LGL paying or distributing any dividend, bonus or other share of its
shareholder profits or shareholder assets or returning or agreeing to return any
capital to its members;(e)
    
    LGL or any of its Subsidiaries issuing shares, or granting an option over its shares to a person outside the Lihir Group, or agreeing to make such an issue or grant
such an option to a person outside the Lihir Group, other than as disclosed in writing
by LGL to the ASX or to Equigold prior to the date of this agreement or pursuant to
the Lihir Executive Share Plan;(f)
    
    LGL or any of its Subsidiaries issuing or agreeing to issue securities or
other instruments convertible into shares or debt securities to a person outside the
Lihir Group, other than as disclosed by LGL to Equigold prior to the date of this
agreement or in respect of the MRL Obligation;(g)
    
    LGL or any of its Subsidiaries disposing or agreeing to dispose of the whole,
or a substantial part, of its business or property;(h)
    
    other than in the ordinary course of business and consistent with past
practice or under any facility under which financial accommodation of whatever nature
is made available to LGL and one or more of its Subsidiaries, LGL or any of its
Subsidiaries creating or agreeing to create, any mortgage, charge, lien or other
encumbrance over the whole, or a substantial part, of its business or property;(i)
    
    other than in the ordinary course of business and consistent with past
practice, LGL or any of its Subsidiaries:
 (i)
    
    accelerating the rights of any of its directors or senior
management to compensation or benefits of any kind (including under any LGL
executive or employee share plans); or(ii)
    
    paying any of its directors or senior management a
termination or retention payment (otherwise than in accordance with an
existing contract in place at the date of this agreement);




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Blake Dawson
 (j)
    
    other than in the ordinary course of business and consistent with past
practice LGL or any of its Subsidiaries:
 (i)
    
    entering into any contract or commitment involving revenue or
expenditure of more than $5,000,000 over the term of the contract or
commitment; or(ii)
    
    terminating or amending in a material manner any contract
material to the conduct of the Lihir Groups business or which involves
expenditure or revenue of more than $5,000,000 over the term of the contract;
  (iii)
    
    entering into any facility under which financial
accommodation of whatever nature is made available to LGL and one or more of
its Subsidiaries (and making any drawings under any such facility), or(iv)
    
    expenditure in accordance with the Lihir Expansion Project,
  (k)
    
    LGL or any of its operating Subsidiaries resolving that it be wound up;(l)
    
    a liquidator, provisional liquidator or administrator of LGL or any of its
operating Subsidiaries being appointed;(m)
    
    the making of an order by a court for the liquidation of LGL or any of its
operating Subsidiaries;(n)
    
    LGL or any of its operating Subsidiaries executing a deed of company
arrangement; or(o)
    
    a receiver, or a receiver and manager, in relation to the whole, or a
substantial part of the property of LGL or any of its operating Subsidiaries being
appointed,
  (p)
    
    LGL has first consulted in detail, with Equigold in relation to the proposed
event, and Equigold has approved in its absolute discretion the proposed event within
five Business Days of having been so consulted;(q)
    
    the event is expressly disclosed as a Lihir Prescribed Event in writing by
LGL to Equigold prior to the date of this agreement;(r)
    
    the event is required or permitted to be done or procured by LGL or any of
its Subsidiaries pursuant to this agreement or the Scheme.
 Lihir Shares
 Listing Rules
 London A.M Fix
 Material Contract




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##### 



Blake Dawson
 (a)
    
    requiring total payments in excess of an amount equal to 5% of Equigold net
annual earnings for the previous financial year; or(b)
    
    under which Equigold does not have an unconditional right to terminate within
12 months.
 MRL Obligation
 NASDAQ
 New Lihir Shares
 Non-Solicitation Period
 Officer
 Option
 Overseas Shareholder
 (a)
    
    it is lawful and not unduly onerous and not unduly impracticable to issue
that Equigold Shareholder with New Lihir Shares on implementation of the Scheme; and(b)
    
    it is lawful for that Equigold Shareholder to participate in the Scheme by
the law of the relevant place outside Australia or New Zealand and their respective
external territories.
 PNG Exchange Control Approval Central Banking Act
2000
 PNGSC
 POMSoX
 Prescribed Activity
 Projects
 (a)
    
    mining and exploration operations in Mt Rawdon, Queensland;(b)
    
    the Kirkalocka Project;(c)
    
    the Bonikro Project; and(d)
    
    the exploration tenements held by the Equigold Group in the Ivory Coast.




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Blake Dawson
 Record Date
 Register Registry
 Regulators Draft
 Regulatory Approvals
 Regulatory Review Period
 Related Body Corporate
 Related Party
 Relevant Companies Legislation
 Relevant Interest
 Representative
 (a)
    
    each of the entitys Related Parties; and(b)
    
    each of the Officers and Advisers of the entity or of any of its Related
Parties.
 Scheme
 Scheme Booklet
 Scheme Consideration
 Scheme Meeting
 Scheme Participant
 SEC
 Second Court Hearing Date
 Senior Employee




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Blake Dawson
 Subsidiary
 Superior Proposal
 (a)
    
    is reasonably capable of being completed on a timely basis taking into
account all aspects of the Competing Transaction; and(b)
    
    is preferable to the Scheme, taking into account all terms and conditions of
the Competing Transaction.
 Third Party
 Third Party Proposal
 Timetable
 TSX
 16.2
    
    Interpretation
  (a)
    
    a word or expression to which a meaning is attributed in the Corporations Act
will bear that meaning;(b)
    
    words importing the singular include the plural and vice versa;(c)
    
    words importing a gender include any gender;(d)
    
    other parts of speech and grammatical forms of a word or phrase defined in
this agreement have a corresponding meaning;(e)
    
    an expression importing a natural person includes any company, partnership,
joint venture, association, corporation or other body corporate and any Governmental
Agency;(f)
    
    a reference to a clause, party, annexure, exhibit or schedule is a reference
to a clause of, and a party, annexure, exhibit and schedule to, this agreement and a
reference to this agreement includes any annexure, exhibit and schedule;(g)
    
    a reference to a statute, regulation, proclamation, ordinance or by-law
includes all statues, regulations, proclamations, ordinances or by-laws amending,
consolidating or replacing it, whether passed by the same or another Governmental
Agency with legal power to do so, and a reference to a statute includes all
regulations, proclamations, ordinances and by-laws issued under that statute;(h)
    
    a reference to a document includes all amendments or supplements to, or
replacements or novations of, that document;




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Blake Dawson
 (i)
    
    a reference to a party to a document includes that partys successors and
permitted assigns;(j)
    
    a reference to a matter being to the knowledgeof a person means that the
matter is to the best of the knowledge and belief of the chief executive officer, the
chief financial officer and, in the case of LGL, the general manager corporate
development, and in the case of Equigold, chief operating officer and the executive
chairman, after making reasonable enquiries in the circumstances;(k)
    
    no provision of this agreement will be construed adversely to a party solely
on the ground that the party was responsible for the preparation of this agreement or
that provision;(l)
    
    a reference to an agreement other than this agreement includes an
undertaking, deed, agreement or legally enforceable arrangement or understanding
whether or not in writing;(m)
    
    the word includes in any form is not a word of limitation;(n)
    
    a reference to $ or dollar is to Australian currency; and(o)
    
    a reference to any time is a reference to that time in Australian Western
Standard Time.




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##### 



Blake Dawson
 EXECUTED
 EXECUTEDfor Lihir Gold LimitedARBN
069 803 998 :Signature of witnessSignature of director
    
    
    
    NameNameEXECUTEDfor Lihir Australian Holdings Pty
LimitedACN 121 554 443:Signature of director/secretarySignature of director
    
    
    
    NameNameEXECUTEDfor Equigold NLACN 060 235 145:Signature of director/secretarySignature of director
    
    
    
    NameName




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##### 



Blake Dawson
 Annexure A
 SCHEME




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##### 



Blake Dawson
 Annexure B
 DEED POLL




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##### 



Blake Dawson
 Annexure C
 TIMETABLE
 Event
    
    DateSign MIA and announce transaction
    
    Thursday 20 March 2008Finalise Scheme Booklet and IER
    
    Friday 4 April 2008Lodge Scheme Booklet with ASIC for review
    
    Friday 4 April 2008 -
Friday 18 April 2008Application in respect of the court hearing
to be held on the First Court Hearing Date,
filed with the court, served on ASIC and
delivered to ASX
    
    Monday 7 April 2008First Court Hearing Date
    
    Monday 21 April 2008Printing and despatch of Scheme Booklet
    
    Tuesday 22 April 2008 -
Monday 28 April 2008Scheme Meeting held
    
    Wednesday 28 May 2008Second Court Hearing Date
    
    Friday 30 May 2008Lodge court order with ASIC (Effective Date)
    
    Monday 2 June 2008Record Date
    
    7.00pm  Friday 6 June 2008Implementation Date
    
    Thursday 12 June 2008
 NOTE  These dates are indicative only and are subject to change




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##### 



Blake Dawson
 Annexure D
 JOINT ANNOUNCEMENT




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##### 



Deed PollLihir Gold Limited
ARBN 069 803 998The holders of fully paid ordinary shares
in Equigold NL as at the Record DateBlake DawsonLevel 36, Grosvenor Place
225 George Street
Sydney NSW 2000
Australia
T 61 2 9258 6000
F 61 2 9258 6999Reference
PHM ATCU SZD
02-1426-6484©Blake Dawson 2008
 1




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##### 



Blake Dawson
 Deed Poll
 DATE:
 PARTIES
 Lihir Gold Limited LGL
 Equigold NL Equigold Scheme Participants
 OPERATIVE PROVISIONS
 1.
    
    INTERPRETATION1.1
    
    DefinitionsThe following definitions apply in this document.Schememeans the scheme of arrangement under Part 5.1 of the Corporations Act between
Equigold and the Scheme Participants which, if implemented, will give effect to the merger
of LGL and Equigold.First Court Hearingmeans the hearing by the Court on the application by Equigold, for
orders under section 411(1) of the Corporations Act to convene the meeting of Equigold
Shareholders to consider the Scheme.Other capitalised words and phrases have the same meaning as given to them in the Scheme.1.2
    
    InterpretationIn this deed poll, headings and bolding are for convenience only and do not affect its
interpretation and, unless the context requires otherwise:
 (a)
    
    words importing the singular include the plural and vice versa;(b)
    
    a reference to any document (including the Scheme) is to that document as
varied, novated, ratified or replaced;(c)
    
    a reference to a clause, party, annexure or schedule is a reference to a
clause of, and a party, annexure and schedule to, this deed poll and a reference to
this deed poll includes any annexure and schedule;(d)
    
    a reference to a party to a document includes that partys successors and
permitted assigns;(e)
    
    no provision of this agreement will be construed adversely to a party solely
on the ground that the party was responsible for the preparation of this deed poll or
that provision;
 1




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##### 



Blake Dawson
 (f)
    
    a reference to an agreement other than this deed poll includes an
undertaking, deed, agreement or legally enforceable arrangement or understanding
whether or not in writing;(g)
    
    the word includes in any form is not a word of limitation;(h)
    
    a reference to $ or dollar is to Australian currency; and(i)
    
    a reference to time is a reference to Australian Western Standard Time.
 1.3
    
    Nature of this deed pollLGL acknowledges that this deed poll may be relied on and enforced by any Scheme
Participant in accordance with its terms, even though the Scheme Participants are not party
to it.2.
    
    CONDITIONS2.1
    
    ConditionsThe obligations of LGL under clause 3 are subject to the Scheme becoming Effective.
2.2 TerminationIf the Merger Implementation Agreement is terminated or the Scheme has not become Effective
on or before the End Date, the obligations of LGL under this deed poll will automatically
terminate, unless LGL otherwise agrees in writing.2.3
    
    Consequences of terminationIf this deed poll is terminated under clause 2.2, in addition and without prejudice to any
other rights, powers or remedies available to a party:
 (a)
    
    LGL is released from its obligations to further perform this deed poll; and(b)
    
    Scheme Participants retain the rights they have against LGL in respect of any
breach of this deed poll which occurs before it is terminated.
 3.
    
    CONSIDERATION3.1
    
    Performance of obligations generallyLGL will comply, and will procure that Lihir Acquirer complies, with its obligations under
the Scheme and will do all things necessary or expedient on its part, and on the part of
Lihir Acquirer, to implement the Scheme.3.2
    
    Scheme ConsiderationSubject to clause 2, in consideration for the transfer to Lihir Acquirer of each Equigold
Share held by a Scheme Participant under the terms of the Scheme, LGL will, on the
Implementation Date:
 (a)
    
    provide or procure the provision of the Scheme Consideration to each Scheme
Participant in accordance with the Scheme;
 2




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##### 



Blake Dawson
 (b)
    
    enter the name and address of each Scheme Participant on the register of
members of LGL in respect of the aggregate number of New Lihir Shares to be provided
to each Scheme Participant as consideration for all of his or her Equigold Shares in
accordance with the Scheme;(c)
    
    send or procure the despatch by pre-paid post to his or her address recorded
in the Register at the Record Date, a cheque drawn on an Australian bank in Australian
dollars to each Scheme Participant who is an Ineligible Overseas Shareholder, for the
net proceeds of the Ineligible Overseas Shareholders entitlement under clause 4.3 of
the Scheme in full satisfaction of the Ineligible Overseas Shareholders rights to
receive New Lihir Shares under clause 4.1 of the Scheme; and(d)
    
    send or procure the despatch to each Scheme Participant by pre-paid post to
his or her address recorded in the Register at the Record Date, a holding statement in
the name of that Scheme Participant representing the total number of New Lihir Shares
to be issued to that Scheme Participant in accordance with the Scheme.
 4.
    
    LGL WARRANTIESLGL warrants that:
 (a)
    
    it is validly existing corporation registered under the laws of its place of
incorporation;(b)
    
    it has the corporate power to enter into and perform its obligations under
this deed poll and to carry out the transaction contemplated by this deed poll;(c)
    
    it has taken all the necessary corporate action to authorise its entry into
this deed poll and has taken or will take all necessary corporate action to authorise
the performance of this deed poll and to carry out the transactions contemplated by
this deed poll;(d)
    
    this deed poll is valid and binding on it; and(e)
    
    the New Lihir Shares which are issued to Scheme Participants in accordance
with the Scheme will be validly issued, fully paid and will rank equally in all
respects with other Lihir Shares.
 5.
    
    CONTINUING OBLIGATIONSThis deed poll is irrevocable and subject to clause 2 in full force and effect until:
 (a)
    
    LGL has fully performed its obligations under this deed poll; or(b)
    
    the earlier termination of this deed poll under clause 2.2.
 6.
    
    NOTICES6.1
    
    FormAny communications in connection with this deed poll must be:
 (a)
    
    in writing;
 3




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##### 



Blake Dawson
 (b)
    
    addressed to LGL at the address shown below and marked for the attention of
the Group Secretary and General Counsel:
 LGLAddress:
    
    Level 7, Pacific PlaceCnr. Champion Parade & Musgrave StreetPort Moresby, Papua New GuineaFax No:
    
    +675 321 4705Copy to:
    
    07 3318 9203For the attention of:
    
    Group Secretary and General Counsel
 (c)
    
    signed by the person making the communication or (on its behalf) by the
solicitor for, or by any attorney, director, secretary, or authorised agent of, that
person.
 6.2
    
    DeliveryThey must be:
 (a)
    
    left at the address set out in clause 6.1(b) of this deed poll;(b)
    
    sent by prepaid ordinary post (airmail if appropriate) to the address set out
or referred to in clause 6.1(b) of this deed poll;(c)
    
    sent by fax to the fax number set out or referred to in clause 6.1(b) of this
deed poll; or(d)
    
    given in any other way permitted by law.
 However, if the intended recipient has notified a changed postal address or changed fax
number, then the communication must be to that address or number.6.3
    
    When effectiveThey take effect from the time they are received unless a later time is specified.6.4
    
    Receipt postalIf sent by post, they are taken to be received on the third Business Day after posting (or
seven days after posting if sent to or from a place outside Australia).6.5
    
    Receipt  faxIf sent by fax, they are taken to be received at the local time in the place of receipt of
the fax shown in the transmission report as the time that the whole fax was sent.6.6
    
    Receipt  generalDespite clauses 6.4 and 6.5, if they are received after 5.00 pm in the place of receipt or
on a non-Business Day, they are to be taken to be received at 9.00 am on the next Business
Day.
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Blake Dawson
 7.
    
    STAMP DUTY7.1
    
    Stamp dutyLGL will:
 (a)
    
    pay all stamp duties and any related fines, penalties and interest in respect
of the Scheme or this deed poll, the performance of the Scheme or this deed poll and
each transaction effected by or made under the Scheme or this deed poll; and(b)
    
    indemnify each Scheme Participant against any liability arising from failure
to comply with paragraph (a).
 8.
    
    GENERAL8.1
    
    Exercise of rightsIf a Scheme Participant does not exercise a right of remedy fully or at a given time, it
may still exercise it later.8.2
    
    Cumulative rightsThe rights, powers and remedies of LGL and each Scheme Participant under this deed poll are
cumulative and do not exclude any other rights, powers or remedies provided by law
independently of this deed poll.8.3
    
    AssignmentThe rights and obligations of LGL and each Scheme Participant under this deed poll are
personal and must not be assigned or otherwise dealt with at law or in equity.8.4
    
    VariationLGL must not vary a provision of this deed poll, or a right created under it unless the
variation is required by the Court at the First Court Hearing.8.5
    
    WaiverFailure to exercise or enforce or a delay in exercising or enforcing or the partial
exercise or enforcement of any right, power or remedy provided by law or under this deed
poll by any party will not in any way preclude, or operate as a waiver of, any exercise or
enforcement, or further exercise or enforcement of that or any other rights, power or
remedy provided by law or under this agreement.8.6
    
    SeverabilityIf the whole or any part of a provision of this deed poll is void, unenforceable or illegal
in a jurisdiction it is severed for that jurisdiction. The remainder of this deed poll has
full force and effect and the validity or enforceability of that provision in any other
jurisdiction is not affected. This clause 8.6 has no effect if the severance alters the
basic nature of this deed poll or is contrary to public policy.
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Blake Dawson
 8.7
    
    Further actionLGL will at its own expense promptly do all things and execute and deliver all further
documents required by law or reasonably requested by any other party to give effect to this
deed poll and the transactions contemplated by it.8.8
    
    Governing law and jurisdictionThis deed poll is governed by the law in force in the State of Western Australia,
Australia. LGL irrevocably and unconditionally submits to the non-exclusive jurisdiction
of the courts of the State of Western Australia and of the Commonwealth of Australia and
courts of appeal from them.
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Blake Dawson
 EXECUTEDas a deed poll.THE COMMON SEALof Lihir Gold LimitedARBN
069 803 998:Signature of director
    
    
    
    Signature of directorName
    
    
    
    Name
 7




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Scheme of ArrangementEquigold NLACN 060 235 145Scheme ParticipantsBlake Dawson
Level 36, Grosvenor Place
225 George Street
Sydney NSW 2000
Australia
T 61 2 9258 6000
F 61 2 9258 6999Reference
PHM ATCU SZD
02-1426-6484©Blake Dawson 2008




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Blake Dawson
 Contents
 CONTENTS
    
    
    
    
    21.
    
    PRELIMINARY
    
    
    
    
    32.
    
    CONDITIONS
    
    
    
    
    43.
    
    SCHEME
    
    
    
    
    44.
    
    SCHEME CONSIDERATION
    
    
    
    
    65.
    
    DEALINGS IN EQUIGOLD SHARES
    
    
    
    
    96.
    
    QUOTATION OF SHARES
    
    
    
    
    97.
    
    GENERAL
    
    
    
    
    108.
    
    DEFINITIONS AND INTERPRETATION
    
    
    
    
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Blake Dawson
 SCHEME OF ARRANGEMENT
   Equigold NL Equigold)
  each Scheme Participant
 1.
    
    PRELIMINARY
 1.1
    
    EquigoldEquigold is a public company incorporated in Australia and registered in Western Australia,
having its registered office at Level 1, 7 Sleat Road, Applecross, Western Australia, 6153.
Equigold is a no liability company under section 112(2) of the Corporations Act and
Equigold Shares are quoted on the official list of ASX. As at the date of this Scheme,
212,428,255 Equigold Shares were on issue.1.2
    
    LGL and Lihir AcquirerLihir Gold Limited is a public company incorporated in Papua New Guinea and is a company
limited by shares (LGL). LGL Shares are quoted on ASX, PoMSOX and TSX and American
Depository Receipts representing LGL Shares are quoted on NASDAQ. As at the date of this
Scheme, LGL has 1,903,911,260 ordinary shares, 585,984 restricted executive shares and
161,527,405 class B shares on issue. Lihir Australian Holdings Pty Limited ACN 121 554 443
(Lihir Acquirer) is a wholly-owned subsidiary of LGL and is incorporated in Australia and
registered in Victoria having its registered office at Level 9, AAMI Building, 500 Queen
Street, Brisbane, Queensland 4000, Australia. It is a proprietary company under section
112(1) of the Corporations Act.1.3
    
    Effect of SchemeIf the Scheme becomes Effective, then:
 (a)
    
    in consideration of the transfer of each Equigold Share to Lihir Acquirer,
LGL will provide, or procure the provision of, the Scheme Consideration to Scheme
Participants in accordance with the terms of the Scheme;(b)
    
    Equigold will enter the name of Lihir Acquirer in the Register in respect of
all of the Equigold Shares transferred to Lihir Acquirer in accordance with the terms
of the Scheme; and(c)
    
    all of the Equigold Shares held by Scheme Participants will be transferred to
Lihir Acquirer and Equigold will become a wholly-owned subsidiary of Lihir Acquirer
with LGL as the ultimate parent entity.
 1.4
    
    Merger Implementation AgreementLGL, Lihir Acquirer and Equigold have agreed, by executing the Merger Implementation
Agreement, to implement the terms of the Scheme and to perform their respective obligations
under the Scheme.
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Blake Dawson
 1.5
    
    Deed PollLGL has entered into the Deed Poll in favour of Scheme Participants pursuant to which it
has covenanted to provide to each Scheme Participant the Scheme Consideration to which such
Scheme Participant is entitled under the Scheme and to carry out its other obligations
under the Scheme.
 2.
    
    CONDITIONS
 2.1
    
    Conditions of SchemeThe Scheme is conditional on all of the conditions precedent in clause 2.1 of the Merger
Implementation Agreement having been satisfied or waived in accordance with the terms of
the Merger Implementation Agreement, which conditions precedent include the Court approving
the Scheme in accordance with section 411(4)(b) of the Corporations Act, and any other
conditions made or required by the Court under section 411(6) of the Corporations Act being
satisfied.2.2
    
    Effect of conditionsThe fulfilment of the conditions in clause 2.1 is a condition precedent to the operation of
the provisions of clauses 3, 4 and 6.2.3
    
    CertificateEquigold and Lihir Acquirer will each provide to the Court at the Second Court Hearing a
certificate confirming that all the conditions precedent in clause 2.1 of the Merger
Implementation Agreement and the Scheme (other than in relation to the Scheme being
approved by the Court pursuant to section 411(4)(b) of the Corporations Act) have been
satisfied or waived in accordance with the terms of the Merger Implementation Agreement.2.4
    
    Conclusive evidenceThe giving of a certificate by each of Lihir Acquirer and Equigold under clause 2.3 will,
in the absence of manifest error, be conclusive evidence of the satisfaction or waiver of
the conditions precedent referred to in the certificate.2.5
    
    End DateThe Scheme will lapse and be of no further force or effect if the Effective Date has not
occurred on or before the End Date.
 3.
    
    SCHEME
 3.1
    
    Lodgement of Court orderFollowing the approval of the Scheme by the Court in accordance with section 411(4)(b) of
the Corporations Act, Equigold will, as soon as possible, lodge with ASIC under section
411(10) of the Corporations Act an office copy of the Court order approving the Scheme.3.2
    
    Transfer of Equigold Shares held by Scheme ParticipantsOn the Implementation Date and subject to the provision of the Scheme Consideration by LGL
in accordance with the Deed Poll:
 (a)
    
    the Equigold Shares held by Scheme Participants, together with all rights and
entitlements attaching to them as at that date, will be transferred to Lihir Acquirer
without the need for any further acts by Scheme Participants (other than acts
performed pursuant to clause 3.6(b) or by Equigold as attorney and agent for the
Scheme Participants, including under clauses 3.6 or 7.1);
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Blake Dawson
 (b)
    
    Equigold will either effect a valid transfer or transfers of the Equigold
Shares to Lihir Acquirer under section 1074D of the Corporations Act or deliver to
Lihir Acquirer duly completed and executed share transfer forms (or a master transfer
form) in accordance with section 1071B of the Corporations Act and Lihir Acquirer will
execute and deliver those share transfer form(s) to Equigold; and(c)
    
    subject to execution and delivery of a share transfer form under clause
3.2(b) (if applicable) Equigold will enter the name of Lihir Acquirer in the Register
in respect of all the Equigold Shares transferred to Lihir Acquirer in accordance with
the terms of the Scheme.
 3.3
    
    Agreement by Scheme ParticipantsThe Scheme Participants agree to the transfer of all of their Equigold Shares to Lihir
Acquirer in accordance with the terms of the Scheme. The Scheme Participants will accept
the New Lihir Shares issued by way of Scheme Consideration subject to the LGL Constitution
and agree to be bound by the LGL Constitution.3.4
    
    Warranties by Scheme ParticipantsEach Scheme Participant is deemed to have warranted to Equigold and appointed and
authorised Equigold as its attorney and agent to warrant to Lihir Acquirer, that all its
Equigold Shares (including any rights and entitlements attaching to those shares) which are
transferred to Lihir Acquirer under the Scheme will, at the date of the transfer of the
Equigold Shares to Lihir Acquirer, be fully paid and free from all mortgages, charges,
liens, encumbrances and interests of third parties of any kind, whether legal or otherwise,
and any restrictions on their transfer and that it has the full power and capacity to sell
and transfer its Equigold Shares (including any rights and entitlements attaching to those shares) to Lihir Acquirer under the Scheme.3.5
    
    Beneficial entitlement by Lihir AcquirerFrom the Effective Date, Lihir Acquirer shall be beneficially entitled to the Equigold
Shares transferred to it under the Scheme pending registration by Equigold of Lihir
Acquirer in the Register as the holder of those Equigold Shares.3.6
    
    Appointment of Lihir Acquirer as sole proxyFrom the Effective Date until Equigold registers Lihir Acquirer as the holder of all the
Equigold Shares in the Register, each Scheme Participant:
 (a)
    
    is deemed to have appointed Equigold as attorney and agent (and directed
Equigold in such capacity) to appoint the Chairman of Lihir Acquirer as its sole proxy
and where applicable, corporate representative, to attend shareholders meetings,
exercise the votes attaching to Equigold Shares registered in its name and sign any
shareholders resolution, and no Scheme Participant may itself attend or vote at any of
those meetings or sign any resolutions, whether in person, by proxy or by corporate
representative (other than pursuant to this clause 3.6(a)); and(b)
    
    must take all other actions in the capacity of the registered holder of
Equigold Shares as Lihir Acquirer directs.
 Equigold undertakes in favour of each Scheme Participant that it will appoint the Chairman
of Lihir Acquirer as that Scheme Participants proxy or, where applicable, corporate
representative in accordance with clause 3.6(a).
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Blake Dawson
 3.7
    
    Appointment of Equigold as sole attorney and agentEach Scheme Participant without the need for any further act, irrevocably appoints Equigold
and each of the directors and officers of Equigold, jointly and severally, as the Scheme
Participants attorney and agent for the purpose of:
 (a)
    
    in the case of Equigold Shares in a CHESS holding:
 (i)
    
    causing a message to be transmitted to ASTC in accordance
with ASTC Settlement Rules so as to transfer the Equigold Shares held by the
Scheme Participant from the CHESS subregister of Equigold to the issuer
sponsored subregister operated by Equigold notwithstanding that, at the time
of such transfer, Lihir has not provided the Scheme Consideration which is due
under this Scheme to the Scheme Participants; and(ii)
    
    completing and signing on behalf of Scheme Participants any
required form of transfer of Equigold Shares;
 (b)
    
    in the case of Equigold Shares registered in the issuer sponsored subregister
operated by the Equigold share registry, completing and signing on behalf of Scheme
Participants any required form of transfer;(c)
    
    in all cases, executing any document (including any other instrument of
transfer necessary to give effect to the registration of Lihir Acquirer as the holder
of all the Equigold Shares held by the Scheme Participants) or doing any other act
necessary or desirable to give full effect to the Scheme and the transactions
contemplated by it; and(d)
    
    executing any instrument appointing Lihir Acquirer as sole proxy for or,
where applicable, corporate representative of each Scheme Participant as contemplated
by clause 3.6.
 4.
    
    SCHEME CONSIDERATION
 4.1
    
    Scheme ConsiderationOn the Implementation Date and subject to clauses 4.3, 4.4 and 4.7, in consideration of the
transfer of the Equigold Shares to Lihir Acquirer, LGL must allot and issue to each Scheme
Participant 33 New Lihir Shares for every 25 Equigold Shares held by the Scheme Participant
at the Record Date.4.2
    
    Provision of New Lihir Shares as Scheme ConsiderationSubject to clauses 4.3, 4.4 and 4.7, the obligation of LGL to procure the allotment and
issue of the New Lihir Shares pursuant to clause 4.1 will be satisfied by LGL, on the
Implementation Date:
 (a)
    
    entering the name and address of each Scheme Participant in the LGL share
register in respect of the New Lihir Shares which that Scheme Participant is entitled
to receive under the Scheme; and(b)
    
    sending or procuring the despatch by pre-paid ordinary post (or, if the
address of the Scheme Participant in the Register is outside Australia, by pre-paid
airmail post) to each Scheme Participant to their address recorded in the Register at
the Record Date, a holding statement for the New Lihir Shares issued to that Scheme
Participant in accordance with the Scheme.
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Blake Dawson
 4.3
    
    Ineligible Overseas ShareholdersSubject to clause 4.7, LGLs obligations to provide New Lihir Shares to a Scheme
Participant who is an Ineligible Overseas Shareholder will be satisfied by LGL issuing the
New Lihir Shares to which the Scheme Participant would have been entitled (were they not an
Ineligible Overseas Shareholder) to a person appointed by LGL (Nominee), and procuring that
the Nominee:
 (a)
    
    in the ordinary course of trading on ASX, sells for the benefit of the
Ineligible Overseas Shareholder those New Lihir Shares issued to the Nominee under
this clause 4.3 in such manner and on such terms and condition as the Nominee thinks
fit in its absolute discretion (and at the risk of the Ineligible Overseas
Shareholder);(b)
    
    as soon as reasonably practicable, accounts to the Ineligible Overseas
Shareholder for the net proceeds of sale (on an averaged basis so that all Ineligible
Overseas Shareholders receive the same price per New Lihir Share, subject to rounding
down to the nearest whole cent) and any income referable to those New Lihir Shares,
after deduction of any applicable brokerage, taxes and charges; and(c)
    
    as soon as reasonably practicable, remits the net proceeds of the Ineligible
Overseas Shareholders entitlement under this clause 4.3 in full satisfaction of the
Ineligible Overseas Shareholders rights to receive New Lihir Shares under clause 4.1.
These proceeds are to be despatched in the form of a bank cheque drawn on an
Australian bank in Australian currency.
 The Nominee will be an authorised representative of a holder of an Australian financial
services licence.
 4.4
    
    Breach of lawWhere issue of New Lihir Shares to which a Scheme Participant would otherwise be entitled
would result in a breach of law, LGL will, in full satisfaction of that Scheme
Participants rights to the New Lihir Shares under clause 4.1:
 (a)
    
    procure the issue of the maximum possible number of New Lihir Shares to the
Scheme Participant without giving rise to such breach; and(b)
    
    subject to clause 4.7, procure the issue to the Nominee of the remaining New
Lihir Shares to which the Scheme Participant would have been entitled (if the issue
did not result in a breach of law), and procure that the Nominee:
 (i)
    
    in the ordinary course of trading on ASX, sells for the
benefit of that Scheme Participant those New Lihir Shares issued to the
Nominee under this clause 4.4(b) in such manner and on such terms and
condition as the nominee thinks fit in its absolute discretion (and at the
risk of the Scheme Participant);(ii)
    
    as soon as reasonably practicable, accounts to the Scheme
Participant for the net proceeds of sale and any income referable to those New
Lihir Shares, after deduction of any applicable brokerage, taxes and charges;
and(iii)
    
    as soon as reasonably practicable, remits the net proceeds
of sale and any income referable to those New Lihir Shares to that Scheme
Participant, after deduction of any applicable brokerage, taxes and charges.
These proceeds are to be despatched in the form of a bank cheque drawn on an
Australian bank in Australian currency.
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Blake Dawson
 4.5
    
    Sending chequesThe despatch to a Scheme Participant of any bank cheque for net sale proceeds pursuant to
clauses 4.3 or 4.4 must be by pre-paid ordinary post (or, if the address of the Scheme
Participant in the Register is outside Australia, by pre-paid airmail post) in an envelope
addressed to their address shown in the Register as at the Record Date.4.6
    
    Joint holdersIn the case of Equigold Shares held in joint names:
 (a)
    
    any bank cheque required to be paid to Scheme Participants by LGL must be
payable to the joint holders and be forwarded to the holder whose name appears first
in the Register as at the Record Date; and(b)
    
    holding statements for New Lihir Shares issued to Scheme Participants must be
issued in the names of the joint holders and sent to the holder whose name appears
first in the Register as at the Record Date.
 4.7
    
    Fractional entitlements
 (a)
    
    If the number of Equigold Shares held by a Scheme Participant is such that
the aggregate entitlement of that Scheme Participant to New Lihir Shares is not a
whole number, then the entitlement in each case will be rounded up if the fractional
entitlement is equal to or greater than one half of a New Lihir Share.(b)
    
    If LGL and Equigold are of the opinion that several Scheme Participants, each
of which holds a holding of Equigold Shares which results in a fractional entitlement
to New Lihir Shares, have, before the Record Date, been party to a shareholding
splitting or division in an attempt to obtain an advantage by reference to the
rounding provided for in the calculation of each Scheme Participants entitlement to
the Scheme Consideration, LGL and Equigold may give notice to those Scheme
Participants:
 (i)
    
    setting out the names and registered addresses of all of
them;(ii)
    
    stating that opinion; and(iii)
    
    attributing to one of them specifically identified in the
notice the Equigold Shares held by all of them,
 and, after the notice has been so given, the Scheme Participant specifically
identified in the notice shall, for the purposes of the Scheme, be taken to hold
all those Equigold Shares and each of the other Scheme Participants whose names are
set out in the notice shall, for the purposes of the Scheme, be taken to hold no
Equigold Shares.
 4.8
    
    New Lihir Shares to rank equally
 (a)
    
    New Lihir Shares issued to Scheme Participants will be validly issued and
will rank equally in all respects with all existing Lihir Shares.(b)
    
    On issue, each New Lihir Share issued to Scheme Participants will be fully
paid and free from any mortgage, charge, lien, encumbrance or other security interest.
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Blake Dawson
 5.
    
    DEALINGS IN EQUIGOLD SHARES5.1
    
    Determination of Scheme ParticipantsFor the purpose of establishing who are the Scheme Participants, dealings in Equigold
Shares will only be recognised if:
 (a)
    
    in the case of dealings of the type to be effected using CHESS, the
transferee is registered in the Register as the holder of the relevant Equigold Shares
at or before the Record Date; and(b)
    
    in all other cases, registrable transmission applications or transfers in
registrable form in respect of those dealings are received at or before the Record
Date at the place where the Register is kept.
 5.2
    
    Register
 (a)
    
    Transmission applications or transfers received at or before the Record Date:
Equigold must register registrable transmission applications or transfers of the kind
referred to in clause 5.1(b) by the Record Date.(b)
    
    Transmission applications or transfers received after the Record Date:
Equigold will not accept for registration or recognise for any purpose any
transmission applications or transfers in respect of Equigold Shares received after
the Record Date, other than a transfer to Lihir Acquirer in accordance with the
Scheme.(c)
    
    Maintaining of the Register: For the purpose of determining entitlements to
participate in the Scheme, Equigold will, until the Scheme Consideration has been
provided, maintain the Register in accordance with the provisions of this clause 5
and, subject to clause 4.7, the Register in this form will solely determine
entitlements to the Scheme Consideration.(d)
    
    Scheme Participant details: Equigold must procure that by 9.00am on the
Implementation Date, details of the names, registered addresses and holdings of
Equigold Shares of every Scheme Participant as shown in the Register at the Record
Date are available to LGL in such form as LGL may reasonably require.(e)
    
    Effect of the Record Date: All statements of holding for Equigold Shares
(other than statements of holding in favour of Lihir Acquirer) will cease to have any
effect from the Record Date as documents of title in respect of those Equigold Shares.
As from the Record Date, each entry current at that date on the Register relating to
Equigold Shares will cease to be of any effect other than as evidence of entitlement
to the Scheme Consideration in respect of the Equigold Shares relating to that entry.
 6.
    
    QUOTATION OF SHARES6.1
    
    Suspension of trading in Equigold SharesIt is expected that suspension of trading on ASX in Equigold Shares will occur from the
close of trading in marketable securities on ASX on the Effective Date.6.2
    
    Termination from official quotation of Equigold SharesEquigold will apply for termination of the official quotation of Equigold Shares on ASX and
the removal of Equigold from the official list of ASX with effect from the Business Day
after the date on which all transfers of the Scheme Shares to Lihir Acquirer have been duly
registered by Equigold in accordance with this Scheme.
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Blake Dawson
 6.3
    
    Quotation of New Lihir SharesLGL will apply for official quotation of the New Lihir Shares on ASX, POMSoX and TSX and
will request that those shares be quoted on a deferred settlement basis as soon as
practicable after the Effective Date and on a normal settlement basis as from the first
Business Day after the Implementation Date, which approval for quotation may be conditional
on the issue of those shares and other conditions customarily imposed by ASX (or POMSoX or
TSX or as appropriate) including implementation of the Scheme.7.
    
    GENERAL7.1
    
    Appointment of attorneyEach Scheme Participant, without the need for any further act, irrevocably appoints
Equigold and all of its directors and officers (jointly and severally) as its attorney and
agent for the purpose of executing any document necessary to give effect to the Scheme
including a proper instrument of transfer of Equigold Shares held by Scheme Participants
for the purposes of section 1071B of the Corporations Act (which may be a master transfer
of all the Equigold Shares held by Scheme Participants) and any instrument appointing Lihir
Acquirer as sole proxy for or, where applicable, corporate representative of each Scheme
Participant as contemplated by clause 3.6.7.2
    
    Equigold and Scheme Participants boundThe Scheme binds Equigold and all Scheme Participants and will, for all purposes, have
effect notwithstanding any inconsistent provision in the constitution of Equigold to the
extent permitted by law.7.3
    
    Further assurancesEquigold will execute all documents and do all acts and things necessary or expedient for
the implementation of, and performance of its obligations under, the Scheme.7.4
    
    AuthorityEach of the Scheme Participants consent to Equigold doing all things necessary or
incidental to the implementation of the Scheme.7.5
    
    CommunicationsWhere a notice, transfer, transmission application, direction or other communication
referred to in the Scheme is sent by post to Equigold, it will not be deemed to have been
received in the ordinary course of post or on a date other than the date (if any) on which
it is actually received at Equigolds registered office or at the share registry of
Equigold. If communications are sent by fax, they are taken to be received at the time
shown in the transmission report as the time that the whole fax was sent.7.6
    
    Alterations and conditionsEquigold may, with the consent of Lihir Acquirer (which consent will not be unreasonably
withheld or delayed), by its counsel consent on behalf of all Scheme Participants to any
modifications or conditions which the Court thinks fit to impose.7.7
    
    Stamp DutyLGL will pay any stamp duty and any related fines, penalties and interest payable on, or in
connection with the transfer by Scheme Participants of the Equigold Shares to Lihir
Acquirer.
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Blake Dawson
 7.8
    
    Governing lawThis Scheme is governed by the laws of the State of Western Australia. The parties submit
to the non-exclusive jurisdiction of the courts in the State of Western Australia and of
the Commonwealth of Australia and courts of appeal from them.8.
    
    DEFINITIONS AND INTERPRETATION8.1
    
    DefinitionsIn this Scheme, except where the context otherwise requires:
 ASICmeans the Australian Securities and Investments Commission.ASXmeans ASX Limited (ACN 008 624 691).ASX Listing Rulesmeans the official listing rules of ASX as from time to time amended or
waived in their application to a party.Business Daymeans a business day as defined in the ASX Listing Rules.CHESSmeans the Clearing House Electronic Subregister System, which facilitates electronic
security transfer in Australia.Corporations Actmeans the Corporations Act 2001(Cth).Courtmeans the Federal Court of Australia or any other court of competent jurisdiction (as
agreed by the parties).Deed Pollmeans the deed poll made by LGL in favour of Scheme Participants, a copy of which
is annexed to the Scheme Booklet.Effectivewhen used in relation to the Scheme, means the coming into effect, pursuant to
section 411(10) of the Corporations Act, of the order of the Court made under section
411(4)(b) of the Corporations Act in relation to the Scheme, but in any event at no time
before an office copy of the order of the Court is lodged with ASIC.Effective Datemeans the date on which the Scheme becomes Effective.End Datemeans 30 September 2008 or such other date as agreed in writing between Equigold
and Lihir Acquirer.Equigold Shareholdersmeans each person who is registered in the register of members of
Equigold as the holder of Equigold Shares.Equigold Sharesmeans the fully paid ordinary shares in Equigold.Implementation Datemeans the third Business Day (or earlier if agreed between Equigold,
LGL and Lihir Acquirer) following the Record Date.Ineligible Overseas Shareholdermeans an Overseas Shareholder, unless LGL determines that:
 (a)
    
    it is lawful and not unduly onerous and not unduly impracticable to issue
that Overseas Shareholder with New Lihir Shares when the Scheme becomes Effective; or(b)
    
    it is lawful for that Overseas Shareholder to participate in the Scheme by
the law of the relevant place outside Australia and New Zealand and their external
territories.
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Blake Dawson
 LGLmeans Lihir Gold Limited ARBN 069 803 998.LGL Constitutionmeans the LGL Constitution as amended from time to time.Lihir Acquirermeans Lihir Australian Holdings Pty Limited ACN 121 554 443.Lihir Sharesmeans ordinary shares in LGL.Merger Implementation Agreementmeans the Merger Implementation Agreement between LGL,
Lihir Acquirer and Equigold dated 20 March 2008, a copy of which is annexed to the Scheme
Booklet.NASDAQmeans Nasdaq Stock Market Inc. National Market.New Lihir Sharesmeans fully paid ordinary shares in the capital of LGL to be issued under
the Scheme.Nomineehas the meaning given to that term in clause 4.3.Overseas Shareholdermeans a Equigold Shareholder who is (or is acting on behalf of) a
citizen or resident of a jurisdiction other than residents of Australia or New Zealand and
their respective external territories, or whose address shown in the Register is a place
outside Australia or New Zealand and their respective external territories or who is acting
on behalf of such a person.PMSoXmeans the Port Moresby Stock Exchange Limited.Record Datemeans 7.00pm on the fifth Business Day following the Second Court Hearing date
or such other date and time as Equigold and Lihir Acquirer agree.Registermeans the register of Equigold Shareholders maintained in accordance with the
Corporations Act and Registryhas a corresponding meaning.Related Body Corporatehas the meaning given to that term in the Corporations Act.Schememeans this scheme of arrangement subject to any modifications or conditions made or
required by the Court pursuant to Section 411(6) of the Corporations Act and agreed or
consented to by Equigold and Lihir Acquirer.Scheme Bookletmeans the explanatory statement that is registered by ASIC under section
412(6) of the Corporations Act in relation to the Scheme.Scheme Considerationmeans the New Lihir Shares to be issued by LGL to each Scheme
Participant in accordance with clause 4.1.Scheme Participantmeans a holder of Equigold Shares as at the Record Date (other than
Lihir Acquirer to the extent that it holds Equigold Shares as at the Record Date).Second Court Hearingmeans the hearing of the application made to the Court for an order
pursuant to sections 411(4)(b) and 411(6) of the Corporations Act approving the Scheme.
 TSXmeans Toronto Stock Exchange.8.2
    
    InterpretationIn this Scheme, unless the context otherwise requires:
 (a)
    
    headings and bolding are for convenience and do not affect interpretation;
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Blake Dawson
 (b)
    
    the singular includes the plural and vice versa;(c)
    
    the word person includes a body corporate, a partnership, a joint venture,
an unincorporated body or association, or any government agency;(d)
    
    a reference to a person includes a reference to the persons executors,
administrators, successors, substitutes and assigns;(e)
    
    words and phrases have the same meaning (if any) given to them in the
Corporations Act;(f)
    
    references to any legislation or regulations include any statutory
modification of or substitution for such legislation or regulations;(g)
    
    references to agreements or deeds are to agreements or deeds as amended from
time to time;(h)
    
    a reference to a clause, party, annexure, exhibit or schedule is a reference
to a clause of, and a party, annexure, exhibit and schedule to, the Scheme and a
reference to the Scheme includes any annexure, exhibit and schedule;(i)
    
    the words including, for example or such as when introducing an
example, do not limit the meaning of the words to which the example relates to that
example or examples of a similar kind;(j)
    
    a reference to a holder includes a joint holder;(k)
    
    references to a currency are to Australian currency; and(l)
    
    a reference to time is a reference to Australian Western Standard Time.
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