<PAGE>
                                     [LOGO]

                                                   Allens Arthur Robinson [LOGO]

                                                              Facility Agreement

                                           Lihir Australian Holdings Pty Limited

                                 Australia and New Zealand Banking Group Limited

                                                    BALLARAT GOLDFIELDS FACILITY

                                                          Allens Arthur Robinson
                                                                Riverside Centre
                                                                123 Eagle Street
                                                               Brisbane QLD 4000
                                                              Tel 61 7 3334 3000
                                                              Fax 61 7 3334 3444
                                                                  www.aar.com.au

                                       (C) Copyright Allens Arthur Robinson 2006

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Facility Agreement                                 Allens Arthur Robinson [LOGO]

<TABLE>
<S>                                                                                <C>
TABLE OF CONTENTS

1. DEFINITIONS AND INTERPRETATION                                                   4
   1.1 Definitions                                                                  4
   1.2 Interpretation                                                              13
   1.3 Determination, statement and certificate                                    14
   1.4 Document or agreement                                                       14
   1.5 Listing requirements included as law                                        14
   1.6 Accounting terms                                                            15
   1.7 Code of Banking Practice (2003)                                             15

2. FACILITY                                                                        15
   2.1 Commitment                                                                  15
   2.2 Purpose                                                                     15
   2.3 Existing agreements                                                         15

3. DRAWDOWN                                                                        15
   3.1 Drawdown                                                                    15
   3.2 Drawdown Notices                                                            15
   3.3 Rollover                                                                    16
   3.4 Failure to give Drawdown Notice requesting rollover                         16

4. SELECTION OF FUNDING PERIODS                                                    16

5. FEES                                                                            17
   5.1 Establishment fee                                                           17
   5.2 Commitment fee                                                              17

6. CANCELLATION OF UNDRAWN COMMITMENT AND COMMITMENT                               17
   6.1 Tranche A                                                                   17
   6.2 During Availability Period                                                  17
   6.3 At end of Availability Period                                               17
   6.4 On prepayment                                                               17
   6.5 On maturity                                                                 17

7. MARKET DISTURBANCE                                                              18
   7.1 Market disturbance - Disruption Notice                                      18
   7.2 Alternative basis                                                           18

8. REPAYMENT                                                                       18

9. PREPAYMENTS                                                                     19

   9.1 Voluntary prepayments                                                       19
   9.2 Mandatory Prepayments                                                       19
   9.3 Cash deposit in lieu of break cost                                          19
   9.4 Interest                                                                    19
   9.5 Limitation on prepayments                                                   19
   9.6 Cancellation of Commitments                                                 19

10. PAYMENTS                                                                       20
    10.1 Manner                                                                    20
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                                                                        Page (i)

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Facility Agreement                                 Allens Arthur Robinson [LOGO]
<TABLE>
<S>                                                                                <C>
    10.2 Payment to be made on Business Day                                        20
    10.3 Appropriation where insufficient moneys available                         20
    10.4 Rounding                                                                  20

11. TAXATION                                                                       20
    11.1 Payments to be made without deductions                                    20
    11.2 Additional payments                                                       20

12. CHANGE IN LAW                                                                  21
    12.1 Illegality                                                                21
    12.2 Increased costs                                                           21
    12.3 Voluntary prepayment on Change in Law                                     21
    12.4 Minimisation                                                              22
    12.5 Change in Law                                                             22

13. CONDITIONS PRECEDENT                                                           22
    13.1 Conditions precedent to Tranche A Drawdown Notice                         22
    13.2 Conditions precedent to Tranche B Drawdown Notice                         23

14. REPRESENTATIONS AND WARRANTIES                                                 24
    14.1 Representations and warranties                                            24
    14.2 Reliance on representations and warranties                                28

15. UNDERTAKINGS                                                                   28
    15.1 General undertakings                                                      28
    15.2 Undertakings relating to asset and balance sheet maintenance              30
    15.3 Undertakings relating to the Transaction                                  30
    15.4 Undertakings relating to the assets                                       32
    15.5 Undertakings relating to structure and corporate matters                  33
    15.6 Term of undertakings                                                      34

16. EVENTS OF DEFAULT                                                              34
    16.1 Events of Default                                                         34
    16.2 Consequences                                                              37
17. INTEREST ON OVERDUE AMOUNTS                                                    37
    17.1 Accrual and payment                                                       37
    17.2 Rate                                                                      38

18. INDEMNITIES                                                                    38

19. CURRENCY INDEMNITY                                                             39
    19.1 General                                                                   39
    19.2 Liquidation                                                               39
    19.3 Reimbursement                                                             40

20. EXPENSES                                                                       40

21. STAMP DUTIES AND GST                                                           40
    21.1 Stamp duties                                                              40
    21.2 GST                                                                       41

22. SET-OFF                                                                        41

23. LIMITED RECOURSE                                                               41
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Facility Agreement                                 Allens Arthur Robinson [LOGO]

<TABLE>
<S>                                                                                <C>
    23.1 Limit and release                                                         41
    23.2 Exceptions                                                                42
    23.3 Unrestricted remedies                                                     42
    23.4 Restricted remedies                                                       42

24. WAIVERS, REMEDIES CUMULATIVE                                                   43

25. SEVERABILITY OF PROVISIONS                                                     43

26. SURVIVAL OF OBLIGATIONS                                                        43

27. MORATORIUM LEGISLATION                                                         43

28. ASSIGNMENTS                                                                    44

    28.1 Assignment by Borrower                                                    44
    28.2 Assignment by Lender                                                      44
    28.3 Disclosure                                                                44
    28.4 Change of Lending Office                                                  44
    28.5 No increased costs                                                        44

29. CONFIDENTIALITY                                                                45
    29.1 Confidentiality                                                           45
    29.2 Permitted disclosure                                                      45
    29.3 Survival of obligation                                                    45

30. NOTICES                                                                        45

31. AUTHORISED OFFICERS                                                            46

32. CONSENTS AND OPINIONS                                                          46

33. GOVERNING LAW AND JURISDICTION                                                 46
    33.1 Governing Law                                                             46
    33.2 Jurisdiction                                                              46

34. COUNTERPARTS                                                                   46

35. ACKNOWLEDGEMENT BY BORROWER                                                    47

SCHEDULE 1                                                                         48
    Notice Details                                                                 48

SCHEDULE 2                                                                         49
    Facility                                                                       49

ANNEXURE A                                                                         51
    Drawdown Notice                                                                51

ANNEXURE B                                                                         53
    Verification Certificate                                                       53
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Facility Agreement                                  Allens Arthur Robinson[LOGO]

DATE 17 october                                      2006

PARTIES

     1.   LIHIR AUSTRALIAN HOLDINGS PTY LIMITED ACN 121 554 443 of Level 9, 500
          Queen Street, Brisbane (the BORROWER)

     2.   AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED ABN 11 005 357 522,
          having an office at Level 17, 530 Collins Street, Melbourne (the
          LENDER)

RECITALS

     A    The Borrower has requested the Lender to provide the Borrower with
          facilities under which financial accommodation of up to a maximum
          amount of $ 50,000,000 may be made available to the Borrower.

IT IS AGREED as follows.

1.   DEFINITIONS AND INTERPRETATION

1.1  DEFINITIONS

     The following definitions apply unless the context requires otherwise.

     ANZ NOMINEES means ANZ Nominees Limited ABN 96 005 357 568 and includes:

     (a)  any body of which ANZ Nominees is a successor or transferee;

     (b)  if ANZ Nominees is reconstituted or amalgamated with any body - the
          new person formed, and

     (c)  a person to which some or all of ANZ Nominees' business is
          transferred.

APPROVED PURPOSE means:

     (a)  in relation to Tranche A of the Facility:

          (i)  to finance the acquisition of Shares under the Private Placement;

          (ii) to pay for transaction costs associated with the Private
               Placement;

          (iii) to pay interest and fees in relation to the Facility;

          (iv) to pay for transaction costs associated with the Merger; and

          (v)  any other purpose agreed between the Lender and the Borrower, and

     (b)  in relation to Tranche B of the Facility:

          (i)

          (ii) to be applied by the Borrower to finance capital requirements of
               the Ballarat East Gold Project; and

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Facility Agreement                                  Allens Arthur Robinson[LOGO]

          (iii) any other purpose agreed between the Lender and the Borrower.

     ASSOCIATE in relation to an entity means:

     (a)  a Related Entity of that entity;

     (b)  an entity, or the trustee or manager of a trust, which has a
          Controlling Interest in that entity, the Trust, or the manager or
          trustee of the Trust or a Related Entity of that entity;

     (c)  a Related Entity of an entity included in paragraph (b) or (e);

     (d)  an executive director of that entity or of an entity included in
          paragraph (a), (b) or (c) or of the manager or of the trustee of any
          trust included in paragraph (a), (b) or (c) or a spouse, child, parent
          or sibling of that director;

     (e)  a corporation, or the trustee or manager of a trust, in which one or
          more entity or person mentioned in paragraph (a), (b), (c), (d), (e),
          (f) or (g) alone or together has a Controlling Interest;

     (f)  the trustee of a discretionary trust of which an entity or person
          included in paragraph (a), (b), (c), (d), (e) or (g) is a beneficiary
          (whether or not through one or more other discretionary trusts); or

     (g)  an entity of which an executive director of that entity or a Related
          Entity of that entity is also a director.

     For the purposes of this definition:

     (i)  where a person is a beneficiary of a discretionary trust, that person
          will be taken to own, and control, all the assets of that trust;

     (ii) DIRECTOR has the meaning given in the Corporations Act 2001; and

     (iii) a person has a CONTROLLING INTEREST in a corporation or trust if:

          (A)  the corporation or its directors, or the trustee or manager of
               the trust or its directors, are accustomed, or under an
               obligation, whether formal or informal, to act in accordance with
               the directions, instructions or wishes of that person or of that
               person in concert with others; or

          (B)  the person has a relevant interest (as defined in the
               Corporations Act 2001) in total in more than 20% of the issued or
               voting shares, units or other interests in the corporation or
               trust (in number, voting power or value), or would have that
               relevant interest if any rights were exercised to subscribe for,
               or acquire or convert into, shares, units or other interests
               which are issued or unissued. The definition of relevant interest
               applies as if units or other interests were shares.

     AUD, $ OR DOLLAR means the lawful currency of Australia.

     AUTHORISATION includes:

     (a)  any consent, authorisation, registration, filing, lodgement,
          agreement, notarisation, certificate, permission, licence, approval,
          authority or exemption from, by or with a Government Agency; or

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Facility Agreement                                  Allens Arthur Robinson[LOGO]

     (b)  in relation to anything which will be fully or partly prohibited or
          restricted by law if a Government Agency intervenes or acts in any way
          within a specified period after lodgement, filing, registration or
          notification, the expiry of that period without intervention or
          action.

     AUTHORISED OFFICER means:

     (a)  in respect of any Relevant Company, any director, chief financial
          officer or secretary, or any person from time to time nominated as an
          Authorised Officer by it by a notice to the Lender accompanied by
          certified copies of signatures of all new persons so appointed; and

     (b)  in respect of the Lender, any person whose title or acting title
          includes the word CHIEF, COUNSEL, EXECUTIVE, HEAD, DIRECTOR, MANAGER
          AND PRESIDENT or cognate expressions, or any secretary or director.

     AVAILABILITY PERIOD means:

     (a)  in relation to (i) and (ii) of the Approved Purpose for Tranche A,
          commencing on the date that:

          (i)  the Borrower becomes the registered and legal owner of all
               relevant Shares under the Private Placement; and

          (ii) all the conditions precedent under the Transaction Documents as
               applicable to Tranche A have been fulfilled,

          and ending 14 days thereafter.

     (b)  in relation to (iii) of the Approved Purpose for Tranche A, commencing
          on the date that the Availability Period for (a) above commences and
          terminating on the Maturity Date,

     (c)  in relation to (iv) and (v) of the Approved Purpose for Tranche A,
          commencing on the date that the Availability Period for (a) above
          commences and terminating on the earliest of:

          (i)  the date the Merger is completed;

          (ii) the date the Merger Implementation Agreement is terminated; or

          (iii) 31 March 2007.

     (d)  in relation to Tranche B, commencing on the date that:

          (i)  the Merger Implementation Agreement becomes fully effective and
               enforceable;

          (ii) the Implementation Date has been reached; and

          (iii) all the conditions precedent under the Transaction Documents as
               applicable to Tranche B have been fulfilled,

          and ending on the date 30 days prior to the Maturity Date.

     BALLARAT EAST GOLD PROJECT means the project of that name being undertaken
     by the Target Company.

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Facility Agreement                                 Allens Arthur Robinson [LOGO]

     BBR for a period means:

     (a)  the average bid rate displayed at or about 10.30am (Sydney time) on
          the first day of that period on the Reuters screen BBSY page for a
          term equivalent to the period; or

     (B)  IF:

          (i)  for any reason that rate is not displayed for a term equivalent
               to that period; or

          (ii) the basis on which that rate is displayed is changed and in the
               opinion of the Lender it ceases to reflect the Lender's costs of
               funding to the same extent as at the date of this Agreement,

          then BBR will be the rate determined by the Lender to be the average
          of the buying rate of the Lender and the buying rates quoted to the
          Lender by 2 Australian banks selected by the Lender at or about that
          time on that date. The buying rates must be for bills of exchange
          accepted by an Australian bank and which have a term equivalent to the
          period. If there are no buying rates the rate will be the rate
          determined by the Lender to be its cost of funds.

     Rates will be expressed as a yield per cent per annum to maturity.

     BREAK FEE means the break fee described in clause 13 of the Merger
     Implementation Agreement, or any other amount that becomes payable to the
     Borrower if the Merger does not proceed.

     BUSINESS DAY means a weekday on which banks are open in Brisbane and
     Melbourne.

     CHARGE means a deed under which the Borrower charges all of its assets and
     its undertaking, including in particular all Shares from time to time
     acquired, to secure the Secured Money.

     CHESS SPONSORSHIP COLLATERAL AGREEMENT means an agreement between the
     Lender, the Borrower and a broker participant or non-broker participant
     acceptable to the Lender (which would include ANZ Nominees) in relation to
     dealing with the Shares issued pursuant to the Private Placement and the
     Merger.

     COLLATERAL SECURITY means any Security Interest, Guarantee or other
     document or agreement at any time created or entered into as security for
     any Secured Money.

     COMMITMENT means in relation to the Facility, the amount against the
     Lender's name in column 2 of Schedule 2 (being Tranche A and Tranche B), as
     reduced or cancelled under this Agreement.

     CURRENT ACCOUNTING PRACTICE at any time, means accounting principles and
     practices applying by law or otherwise generally accepted in Australia (in
     the case of the Borrower) and Papua New Guinea (in the case of the Parent)
     at that time, consistently applied.

     DISTRIBUTION ACCOUNT means the account contemplated in clause 11.6(a) of
     the Syndicated Facilities Agreement.

     DRAWDOWN DATE means the date on which any accommodation under this
     Agreement is or is to be drawn using any Undrawn Commitment.

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Facility Agreement                                 Allens Arthur Robinson [LOGO]

     DRAWDOWN NOTICE means a notice under clause 3.

     ENVIRONMENTAL LAW means a provision of a law or a law, which relates to an
     aspect of planning, the environment, heritage, health or safety.

     EVENT OF DEFAULT means any of the events specified in clause 16.1.

     EXCLUDED TAX means a Tax imposed by a jurisdiction on the net income of the
     Lender because the Lender has a connection with that jurisdiction but not a
     Tax:

     (a)  calculated by reference to the gross amount of a payment under a
          Finance Document (without the allowance of a deduction); or

     (b)  imposed because the Lender is taken to be connected with that
          jurisdiction solely because it is party to a Finance Document or a
          transaction contemplated by a Finance Document.

     FACILITY means the cash advance facility provided by the Lender under
     clause 2.

     FINANCE DEBT means indebtedness (whether actual or contingent) in respect
     of money borrowed or raised or other financial accommodation. It includes
     indebtedness under or in respect of:

     (a)  a Guarantee of Finance Debt or a Guarantee given to a financier;

     (b)  a finance Lease;

     (c)  a swap, option, hedge, forward, futures or similar transaction;

     (d)  an acceptance, endorsement or discounting arrangement;

     (e)  a redeemable share or redeemable stock; or

     (f)  the deferred purchase price (for more than 90 days) of an asset or
          service,

     or an obligation to deliver assets or services paid for in advance by a
     financier or otherwise relating to a financing transaction.

     FINANCE DOCUMENT means:

     (a)  this Agreement;

     (b)  each Security;

     (c)  the Parent Representation and Undertaking Agreement;

     (d)  the CHESS Sponsorship Collateral Agreement;

     (e)  the Tranche A CHESS Agreement; and

     (f)  a document or agreement entered into or provided under or in
          connection with, or for the purpose of amending or novating, any of
          the above.

     It includes a written undertaking by or to a party or its lawyers under or
     in relation to any of the above.

     FINANCIAL REPORTS means financial performance, financial position and
     cashflow statements together with any statements, reports (including any
     directors' and auditors' reports) and notes attached to or intended to be
     read with any of them.

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Facility Agreement                                  Allens Arthur Robinson[LOGO]

     FUNDING PERIOD means a period for the fixing of interest rates for, and the
     funding of, a Loan. That period commences on the Drawdown Date of the Loan
     or the last day of the preceding Funding Period of the Loan (as applicable)
     and has a duration specified in the Drawdown Notice in respect of the Loan
     in accordance with clause 3.

     GOVERNMENT AGENCY means any government or any governmental,
     semi-governmental or judicial entity or authority. It also includes any
     self-regulatory organisation established under statute or any stock
     exchange.

     GST means any goods and services or similar tax, together with any related
     interest, penalties, fines or other charge.

     GUARANTEE means any guarantee, indemnity, letter of credit, legally binding
     letter of comfort or suretyship. It includes any other obligation or
     irrevocable offer (whatever called and of whatever nature);

     (a)  to pay or to purchase;

     (b)  to provide funds (whether by the advance of money, the purchase of or
          subscription for shares or other securities, the purchase of assets,
          rights or services, or otherwise) for the payment or discharge of;

     (c)  to indemnify against the consequences of default in the payment of; or

     (d)  to be responsible otherwise for,

     an obligation or debt of another person, a dividend, distribution, capital
     or premium on shares or other interests, or the solvency or financial
     condition of another person.

     IMPLEMENTATION DATE has the meaning given to it in the Merger
     Implementation Agreement,

     INTELLECTUAL PROPERTY means any intellectual or industrial property
     including;

     (a)  a patent, trade mark or service mark, copyright, registered design,
          trade secret or confidential information; or

     (b)  a licence or other right to use or to grant the use of any of the
          above or to be the registered proprietor or user of any of the above.

     INSOLVENCY EVENT means the occurrence of any of the following:

     (a)  An administrator of an entity is appointed.

     (b)  Except for the purpose of a solvent reconstruction or amalgamation
          previously approved by the Lender:

          (i)  an order is made, proceedings are commenced, a resolution is
               passed or an application to a court is made for:

               (A)  the winding up, dissolution or administration of an entity;
                    or

               (B)  an entity entering into an arrangement, compromise or
                    composition with or assignment for the benefit of its
                    creditors or a class of them,

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Facility Agreement                                 Allens Arthur Robinson [LOGO]

                    and, in the case of proceedings or an application, such
                    action is not discontinued, withdrawn or dismissed within 14
                    days of its commencement.

     (c)  An entity;

          (i)  is, or under legislation is presumed or taken to be, insolvent
               (other than as the result of a failure to pay a debt or claim the
               subject of a good faith dispute); or

          (ii) stops or suspends or threatens to stop or suspend payment of all
               or a class of its debts,

     (d)  A receiver, receiver and manager, administrative receiver, trustee or
          similar officer is appointed to all or any of the assets and
          undertaking of an entity unless such appointment is contested in good
          faith by appropriate proceedings and such appointee is removed within
          7 days of the appointment.

     (e)  A Security Interest becomes enforceable or is enforced over any asset
          of an entity having a value exceeding $500,000 or its equivalent.

     (f)  Any distress or execution is levied on an entity's assets for an
          amount equal to or greater than $500,000 or its equivalent, unless the
          levy is dismissed, discontinued, set aside or satisfied within 30
          days.

     LEASE means an agreement under which an asset may be used, exploited,
     operated or managed by a person other than the owner. It includes a lease,
     licence, charter, hire purchase or hiring arrangement.

     LENDING OFFICE means the office of the Lender described above or another
     office designated by it as a Lending Office by notice to the Borrower.

     LIQUIDATION includes receivership or other appointment of a controller,
     deregistration, compromise, deed of arrangement, amalgamation,
     administration, reconstruction, winding up, dissolution, assignment for the
     benefit of creditors, arrangement or compromise with creditors or
     bankruptcy.

     LOAN means each portion of the accommodation made available under the
     Facility which has the same Funding Period.

     MARGIN means 1.75% pa.

     MARKETABLE SECURITY has the meaning given to securities in s92(3) of the
     Corporations Act 2001, but also includes:

     (a)  an undertaking referred to in the exceptions in paragraphs (a), (b)
          and (d) of the definition of DEBENTURE in the Corporations Act 2001;

     (b)  a unit or other interest in a trust or partnership;

     (c)  a negotiable instrument; and

     (d)  a right or an option in respect of a Marketable Security, whether
          issued or unissued, including any of the above.

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Facility Agreement                                  Allens Arthur Robinson[LOGO]

     MATERIAL ADVERSE EFFECT means a material adverse effect on the ability of a
     Relevant Company to perform its obligations under a Transaction Document,
     on the security of the Lender or on the financial condition or business of
     a Relevant Company.

     MATURITY DATE means the date 364 days from the execution of this Agreement
     (or if that date is not a Business Day, the Business Day which immediately
     precedes it).

     MERGER means the merger proposed in the Merger Implementation Agreement,

     MERGER IMPLEMENTATION AGREEMENT means the agreement between the Parent, the
     Borrower and the Target Company relating to the implementation of the
     merger proposed between the Borrower and the Target Company, in the form of
     the draft last given to the Lender prior to the execution of this
     Agreement, or any other basis of merger relating to the Target Company
     which is acceptable to the Lender.

     MORTGAGED PROPERTY means the property mortgaged or charged by the Charge or
     any Collateral Security.

     PARENT means Lihir Gold Limited ARBN 069 803 998.

     PARENT DEPOSIT AGREEMENT means a limited recourse set-off agreement by the
     Parent over 50% of all funds deposited by it from time to time in the
     Distribution Account and interest-payable on those funds.

     PARENT REPRESENTATION AND UNDERTAKING AGREEMENT means an agreement between
     the Parent and the Lender in which the Parent makes representations and
     undertakings to the Lender in respect of the Facility.

     PERMITTED SECURITY INTEREST means a Security Interest permitted under
     clause 15.2(b).

     POTENTIAL EVENT OF DEFAULT means anything which with notice, time or both
     would become an Event of Default.

     PRINCIPAL OUTSTANDING means the total principal amount of all outstanding
     Loans.

     PRIVATE PLACEMENT means the purchase of 149 million newly issued fully paid
     up ordinary Shares in the Target Company by the Borrower pursuant to the
     Share Subscription Agreement.

     PROJECT DOCUMENT means:

     (a)  the Merger Implementation Agreement;

     (b)  the Share Subscription Agreement;

     (c)  all other documents relating to the Private Placement; and

     (d)  all other documents relating to the Merger.

     RELATED ENTITY means, in relation to an entity (the FIRST ENTITY):

     (a)  a Subsidiary of the first entity;

     (b)  an entity of which the first entity is a Subsidiary; or

     (c)  a Subsidiary of another entity of which the first entity is also a
          Subsidiary,

                                                                         Page 11

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Facility Agreement                                  Allens Arthur Robinson[LOGO]

     RECORD DATE has the meaning given to it in the Merger Implementation
     Agreement.

     RELEVANT COMPANY means the Borrower and the Parent and a Subsidiary of the
     Borrower.

     SAME DAY FUNDS means, for Australian dollars, immediately available funds.

     SECURED MONEY means all money which the Borrower (whether alone or not) is
     or at any time may become actually or contingently liable to pay to or for
     the account of the Lender (whether alone or not) for any reason whatever
     under or in connection with a Finance Document.

     It includes money by way of principal, interest, fees, costs, indemnity,
     charges, duties or expenses or payment of liquidated or unliquidated
     damages under or in connection with a Finance Document, or as a result of a
     breach of or default under or in connection with a Finance Document.

     It also includes money that the Borrower would have been liable to pay but
     for its Liquidation, or some other reason.

     SECURITY means:

     (a)  the Charge;

     (b)  the Parent Deposit Agreement;

     (c)  the Target Company Charge (but only from the time that it is given or
          required to be given under this Agreement);

     (d)  the Guarantee required to be given by the Parent under clause 3.3(e)
          of the Parent Representation and Undertaking Agreement (but only from
          the time that it is given or required to be given under the Parent
          Representation and Undertaking Agreement); and

     (e)  any other Collateral Security.

     SECURITY INTEREST includes any mortgage, pledge, lien or charge or any
     security or preferential interest or arrangement of any kind. It includes:

     (a)  anything which gives a creditor priority to other creditors with
          respect to any asset; and

     (b)  retention of title other than in the ordinary course of day-to-day
          trading and a deposit of money by way of security.

     SHARE means any share in the Target Company.

     SHARE SUBSCRIPTION AGREEMENT means the agreement relating to the
     subscription for Shares by the Borrower, in the form of the last draft
     given to the Lender prior to the execution of this Agreement, or any other
     agreement relating to the subscription of Shares by the Borrower in form
     and substance acceptable to the Lender.

     SUBSIDIARY has the meaning given in the Corporations Act 2001, but an
     entity will also be taken to be a Subsidiary of an entity if it is
     controlled by that entity (as defined in s50AA of the Corporations Act
     2001) and, without limitation:

     (a)  a trust may be a Subsidiary, for the purposes of which a unit or other
          beneficial interest will be regarded as a share; and

                                                                         Page 12

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Facility Agreement                                 Allens Arthur Robinson [LOGO]

     (b)  an entity may be a Subsidiary of a trust if it would have been a
          Subsidiary if that trust were a corporation.

     SYNDICATED FACILITIES AGREEMENT means the Syndicated Facilities Agreement
     between the Lender, the Parent and others dated 13 September 2005.

     TARGET COMPANY means Ballarat Goldfields NL. ACN 006 245 441.

     TARGET COMPANY CHARGE means a deed under which the Target Company charges
     as a first ranking charge all of the assets and undertaking of the Target
     Company to secure all that part of the Secured Money which relates to
     Tranche B.

     TAX includes any tax, levy, impost, deduction, charge, rate, duty,
     compulsory loan or withholding which is levied or imposed by a Government
     Agency, and any related interest, penalty, charge, fee or other amount.

     TRANCHE means Tranche A or Tranche B.

     TRANCHE A means Tranche A of the Facility as identified in Schedule 2.

     TRANCHE A CHESS AGREEMENT means an undertaking by the Target Company in a
     form acceptable to the Lender that all Shares to be issued under or
     pursuant to the Private Placement will be immediately listed in CHESS on
     the date of issue with a broker participant or non-broker participant
     acceptable to the Lender.

     TRANCHE B means Tranche B of the Facility as identified in Schedule 2.

     TRANSACTION means each of the Private Placement and the Merger.

     TRANSACTION DOCUMENT means a Finance Document or a Project Document.

     UNDRAWN COMMITMENT means, at a relevant time, the Commitment at that time
     less the total principal amount of all outstanding Loans.

1.2  INTERPRETATION

     Headings are for convenience only and do not affect interpretation. The
     following rules apply unless the context requires otherwise.

     (a)  The singular includes the plural and the converse.

     (b)  A gender includes all genders.

     (c)  Where a word or phrase is defined, its other grammatical forms have a
          corresponding meaning.

     (d)  A reference to a person, corporation, trust, partnership,
          unincorporated body or other entity includes any of them.

     (e)  A reference to a clause, annexure or schedule is a reference to a
          clause of, or annexure or schedule to, this Agreement.

     (f)  A reference to a party to this Agreement or another agreement or
          document includes the party's successors and permitted substitutes or
          assigns.

     (g)  A reference to legislation or to a provision of legislation includes a
          modification or re-enactment of it, a legislative provision
          substituted for it and a regulation or statutory instrument issued
          under it.

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Facility Agreement                                 Allens Arthur Robinson [LOGO]

     (h)  A reference to WRITING includes a facsimile transmission and any means
          of reproducing words in a tangible and permanently visible form.

     (i)  A reference to CONDUCT includes an omission, statement or undertaking,
          whether or not in writing.

     (j)  The meaning of terms is not limited by specific examples introduced by
          INCLUDING, or FOR EXAMPLE, or similar expressions.

     (k)  A reference to an ASSET includes any real or personal, present or
          future, tangible or intangible property or asset (including
          Intellectual Property) and any right, interest, revenue or benefit in,
          under or derived from the property or asset.

     (1)  An Event of Default SUBSISTS until it has been waived in writing by
          the Lender or cured to the satisfaction of the Lender (acting
          reasonably) before action is taken in respect of it.

     (m)  A reference to an amount for which a person is CONTINGENTLY LIABLE
          includes an amount which that person may become actually or
          contingently liable to pay if a contingency occurs, whether or not
          that liability will actually arise.

     (n)  All references to TIME are to Melbourne time.

     (o)  Nothing in this Agreement is to be interpreted against a party on the
          ground that the party put it forward.

     (p)  A reference to the use of BEST EFFORTS by the Borrower means to take
          all steps reasonably open to and able to be done by (in all relevant
          circumstances) the Borrower, including by the exercise of voting and
          other rights under the Project Documents.

1.3  DETERMINATION, STATEMENT AND CERTIFICATE

     Except where otherwise provided in this Agreement any determination,
     statement or certificate by the Lender or an Authorised Officer of the
     Lender provided for in this Agreement is sufficient evidence unless proven
     wrong.

1.4  DOCUMENT OR AGREEMENT

     A reference to:

     (a)  an AGREEMENT includes a Security Interest, Guarantee, undertaking,
          deed, agreement or legally enforceable arrangement whether or not in
          writing; and

     (b)  a DOCUMENT includes an agreement (as so defined) in writing or a
          certificate, notice, instrument or document.

     A reference to a specific agreement or document includes it as amended,
     novated, supplemented or replaced from time to time, except to the extent
     prohibited by this Agreement.

1.5  LISTING REQUIREMENTS INCLUDED AS LAW

     A listing rule or business rule of a financial market (as defined in the
     Corporations Act 2001) will be regarded as a LAW.

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Facility Agreement                                Allens Arthur Robinson [LOGO]

1.6  ACCOUNTING TERMS

     Accounting terms are to be interpreted according to Current Accounting
     Practice.

1.7  CODE OF BANKING PRACTICE (2003)

     The Code of Banking Practice (2003) does not apply to the Finance Documents
     or any banking service provided under them.

2.   FACILITY

2.1  COMMITMENT

     Subject to this Agreement, the Lender agrees with the Borrower to make
     available the Facility to the Lender.

2.2  PURPOSE

     The Borrower shall use the net proceeds of all accommodation provided under
     this Agreement for the relevant Approved Purpose and for no other purpose.

2.3  EXISTING AGREEMENTS

     This Agreement replaces any other existing agreements between the Borrower
     and the Lender in relation to the Facility.

3.   DRAWDOWN

3.1  DRAWDOWN

     (a)  A Loan for the purpose in item (i) in the Approved Purpose of Tranche
          A is only available to be drawn in one amount at one time.

     (b)  Subject to this Agreement, Undrawn Commitment in respect of the
          balance of Tranche A and Tranche B may be drawn in one or more amounts
          (each being not less than $250,000, other than interest or fees under
          the Facility Agreement) at any time during the relevant Availability
          Period for Tranche A or Tranche B (as applicable).

     (c)  The Lender is not obliged to provide a Loan under the Facility if the
          total principal amount of all outstanding Loans would exceed the
          Commitment.

3.2  DRAWDOWN NOTICES

     (a)  Whenever the Borrower wishes to make a drawing using any of the
          Undrawn Commitment for a relevant Tranche, it shall give to the Lender
          an irrevocable Drawdown Notice substantially in the form of annexure
          A. That Drawdown Notice must be received by the Lender by 11am
          (Melbourne time) three Business Days (or such shorter period as the
          Lender agrees) before the proposed Drawdown Date (which must be a
          Business Day).

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Facility Agreement                                 Allens Arthur Robinson [LOGO]

     (b)  The Lender may make a Loan to pay accrued interest or fees without a
          Drawdown Notice being given by the Borrower.

3.3  ROLLOVER

     By 11am (Melbourne time) three Business Days before the last day of each
     Funding Period for a Loan the Borrower shall give to the Lender an
     irrevocable Drawdown Notice requesting a new Funding Period for the Loan
     (which will be taken to be a request for the continuation of the Loan),
     unless the Borrower is obliged to repay or prepay the relevant Loan on that
     last day of that Funding Period in accordance with this Agreement.

3.4  FAILURE TO GIVE DRAWDOWN NOTICE REQUESTING ROLLOVER

     If the Borrower fails to give a Drawdown Notice electing to continue a Loan
     in accordance with clause 3.3 it will be taken to have served a Drawdown
     Notice electing to continue the Loan under the same Facility and with a
     Funding Period (subject to clause 4) of one month and making without
     qualification the statements set out in paragraph 5(a) and 5(b) of Annexure
     A.

4.   SELECTION OF FUNDING PERIODS

     (a)  Subject to this clause, the Borrower may only select Funding Periods
          of 1, 2 or 3 months or such other period as the Lender may agree.

     (b)  The Borrower may select any other period agreed by the Lender to
          enable consolidation of Loans under a Facility.

     (c)  Should a Funding Period end on a day which is not a Business Day, that
          Funding Period will be extended to the next Business Day in the same
          calendar month or, if none, the preceding Business Day.

     (d)  If a Funding Period of a number of months commences on a date in a
          month and there is no corresponding date in the month in which it is
          to end, it will end on the last Business Day of the latter month.

     (e)  No Funding Period may extend beyond the Maturity Date for the
          Facility. The Borrower shall select Funding Periods so as to ensure
          that the Maturity Date for the Facility coincides with the last day of
          Funding Periods of all outstanding Loans under the Facility which has
          a principal amount not less than the principal amount to be repaid on
          that day.

     (f)  If the Borrower fails to select Funding Periods complying with this
          clause, the Lender may vary any Drawdown Notice (or deemed Drawdown
          Notice) to ensure compliance.

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Facility Agreement                                 Allens Arthur Robinson [LOGO]

5.   FEES

5.1  ESTABLISHMENT FEE

     On the date of the first drawdown pursuant to this Agreement (or, if
     earlier, the day five Business Days after the execution of this Agreement)
     the Borrower shall pay an establishment fee equal to 0.80% of the total
     amount of the Facility to the Lender.

5.2  COMMITMENT FEE

     (a)  A commitment fee accrues at 0.70% pa on the daily amount of the
          Undrawn Commitment (if any) from the date of this Agreement.

     (b)  The Borrower shall pay to the Lender any accrued commitment fee in
          arrears on the last Business Day of each calendar quarter and on the
          last day of the Availability Period for each Tranche.

6.   CANCELLATION OF UNDRAWN COMMITMENT AND COMMITMENT

6.1  TRANCHE A

     If only part of Tranche A is drawn, the Undrawn Commitment in respect of
     Tranche A will thereafter be reduced to nil.

6.2  DURING AVAILABILITY PERIOD

     On giving not less than five Business Days irrevocable notice to the Lender
     the Borrower may cancel all or part of the Undrawn Commitment during the
     Availability Period. A partial cancellation must be in a minimum of
     $5,000,000 and in a whole multiple of $1,000,000 unless the Lender agrees
     otherwise. Any part of a Commitment cancelled by a Borrower may not be
     drawn or redrawn.

6.3  AT END OF AVAILABILITY PERIOD

     At the close of business (Melbourne time) on the last day of the
     Availability Period for each Tranche the Undrawn Commitment for that
     Tranche will be permanently cancelled.

6.4  ON PREPAYMENT

     On any prepayment under clause 9 (PREPAYMENT) of all or part of the
     Principal Outstanding the Commitment in respect of that Tranche repaid will
     be reduced by an amount equal to the principal amount so repaid or prepaid.
     Any amounts reduced by a Borrower in accordance with this clause 6.4 may
     not be drawn or redrawn.

6.5  ON MATURITY

     All Commitments will reduce to nil on the Maturity Date, to the extent that
     they have not already done so.

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 Facility Agreement                                Allens Arthur Robinson [LOGO]

7.   MARKET DISTURBANCE

7.1  MARKET DISTURBANCE - DISRUPTION NOTICE

     Whenever, before the start of a Funding Period of a Loan:

     (a)  the Lender determines that:

          (i)  because of circumstances affecting the relevant interbank market,
               adequate and fair means do not exist for ascertaining the rate of
               interest applicable to that Loan during that Funding Period under
               the preceding provisions and the definition of BBR in clause 1.1;
               or

          (ii) deposits in the relevant interbank market are not available in
               the ordinary course of business in Australian dollars and for a
               term equal to such Funding Period;

     (b)  because of circumstances affecting the relevant interbank market, the
          cost to the Lender of deposits obtained in that market to fund its
          participation in that Loan exceeds BBR in respect of that Funding
          Period; or

     (c)  because of any change in or in the application of any applicable law
          or of any change in national or international financial, political or
          economic conditions, exchange rates or exchange controls (in each case
          applicable generally and not specifically to the Lender (as
          applicable)), it is impracticable for it to fund or continue to fund
          that Loan during that Funding Period by deposits obtained in the
          relevant interbank market,

     the Lender shall promptly give notice (a DISRUPTION NOTICE) to the
     Borrower.

7.2  ALTERNATIVE BASIS

     If the Borrower receives a Disruption Notice relating to a Loan under the
     Facility:

     (a)  (CONSULTATION) the Lender shall consult in good faith with the
          Borrower with a view to agreeing an alternative base rate to BBR in
          respect of the Loan;

     (b)  (TEMPORARY BASIS) pending that consultation subject to paragraphs (c)
          and (d), the most recent prevailing BBR shall apply;

     (c)  (ALTERNATIVE BASIS) if an alternative basis is agreed, it will apply
          in accordance with its terms; and

     (d)  (CESSATION OF NOTICE IF NO AGREEMENT) if an alternative basis is not
          agreed within 30 days of the Disruption Notice, instead of BBR the
          rate per cent per annum certified by the Lender, acting in good faith,
          as its cost of funds to provide and maintain the Loan under the
          Facility shall replace BBR with effect from the date of the Disruption
          Notice and the amount of interest accruing due in the meantime shall
          be adjusted accordingly.

8.   REPAYMENT

     The Borrower shall repay the Principal Outstanding on the Maturity Date.

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Facility Agreement                                 Allens Arthur Robinson [LOGO]

9.   PREPAYMENTS

9.1  VOLUNTARY PREPAYMENTS

     (a)  Subject to this clause, if it gives at least five days' prior notice
          to the Lender the Borrower may prepay all or part of the Principal
          Outstanding. That notice is irrevocable. The Borrower shall prepay in
          accordance with it.

     (b)  Unless the Lender agrees otherwise, prepayment of part only of a Loan
          may only be made in a minimum principal amount of $5,000,000 and a
          whole multiple of $1,000,000.

9.2  MANDATORY PREPAYMENTS

     (a)  The Borrower shall promptly apply the proceeds of any sale, forfeiture
          or other disposal of the Shares in prepayment of the Principal
          Outstanding under the Facility and any other Secured Money.

     (b)  If the Target Company pays the Break Fee to the Borrower, the Borrower
          shall promptly apply the Break Fee (less any reasonable amount
          approved by the Lender in payment of the costs of the Transaction, to
          the extent that they have not been drawn as accommodation under this
          Agreement, and Taxes relating to the Break Fee) in prepayment of the
          Principal Outstanding under the Facility and any other Secured Money,

9.3  CASH DEPOSIT IN LIEU OF BREAK COST

     If a prepayment on a date other than the last day of an Funding Period
     would require payment of an amount pursuant to clause 18(f), the Lender
     shall, if requested by the Borrower in writing, place the amount of the
     prepayment in an interest bearing deposit with the Lender, to be applied in
     reduction of the Principal Outstanding on the last day of the Funding
     Period current at the date of the prepayment.

9.4  INTEREST

     When the Borrower prepays any amount it shall pay any interest accrued on
     that amount.

9.5  LIMITATION ON PREPAYMENTS

     The Borrower may not prepay all or any part of the Principal Outstanding
     except as set out in this Agreement.

9.6  CANCELLATION OF COMMITMENTS

     The Commitments for the Facility will be cancelled by an amount equal to
     any amount prepaid or require to be prepaid under the Facility in
     accordance with this clause 9. Any amount prepaid by a Borrower may not be
     redrawn.

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Facility Agreement                                 Allens Arthur Robinson [LOGO]

10.  PAYMENTS

10.1 MANNER

     The Borrower shall make all payments under any Finance Document in Same Day
     Funds by 11am (Melbourne time) on the due date to the address for service
     of notices of the Lender, or to the account specified by the Lender,
     without set-off, counterclaim or other deduction except any compulsory
     deduction for Taxation.

10.2 PAYMENT TO BE MADE ON BUSINESS DAY

     Whenever any payment becomes due on a day which is not a Business Day, the
     due date will be the next Business Day in the same calendar month or, if
     none, the preceding Business Day.

10.3 APPROPRIATION WHERE INSUFFICIENT MONEYS AVAILABLE

     The Lender may appropriate amounts it receives as among amounts due as it
     sees fit. This will override any appropriation made by the Borrower.

10.4 ROUNDING

     In making any allocation or appropriation under any Finance Documents, the
     Lender may round amounts to the nearest dollar.

11.  TAXATION

11.1 PAYMENTS TO BE MADE WITHOUT DEDUCTIONS

     The Borrower agrees to make each payment to the Lender under this
     Agreement:

     (a)  without any set-off or counterclaim; and

     (b)  to the extent permitted by law, free and clear of, and without any
          deduction or withholding for or on account of, any Taxes.

11.2 ADDITIONAL PAYMENTS

     If the Borrower is obliged to make a deduction in respect of Tax from a
     payment under a Finance Document:

     (a)  (PAY DEDUCTION) it shall promptly pay the amount deducted to the
          appropriate Government Agency;

     (b)  (RECEIPT) promptly on request, it shall give the Lender the original
          receipt (or other documents acceptable to the Lender) evidencing the
          payment; and

     (c)  (GROSS-UP) unless the Tax is an Excluded Tax, on the due date it shall
          pay the Lender an additional amount so that the Lender receives a net
          amount (after allowance for any further deduction and any Tax on the
          additional amount) equal to the amount it would have received if no
          deduction had been made. It shall indemnify the Lender against the Tax
          and any amounts recoverable from the Lender in respect of the Tax.

                                                                         Page 20

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Facility Agreement                                 Allens Arthur Robinson [LOGO]

     It waives any statutory or other right to recover from the Lender any
     amount paid under this clause.

12.  CHANGE IN LAW

12.1 ILLEGALITY

     (a)  If a Change in Law makes it illegal or impracticable for the Lender to
          provide financial accommodation under the Finance Documents, the
          Lender may by notice to the Borrower:

          (i)  terminate the Commitment; and

          (ii) direct the Borrower to prepay any financial accommodation
               affected, together with all other amounts owing under the Finance
               Documents.

     (b)  The Borrower shall make the prepayment immediately, or if later, the
          latest day (in the Lender's opinion) on which the prepayment can be
          made without the illegality or impracticability arising.

12.2 INCREASED COSTS

     (a)  (REIMBURSEMENT) Whenever the Lender determines that as a result of a
          Change in Law any of the following occurs in connection with its
          Commitment or financial accommodation provided or to be provided under
          the Finance Documents:

          (i)  (INCREASED COSTS) its costs are increased;

          (ii) (REDUCED RECEIPTS) an amount received or receivable by it is
               reduced;

          (iii) (REDUCED RETURN) its or its holding company's return on capital
               or other effective return is reduced (including because more
               capital needs to be allocated to the facility and cannot be used
               elsewhere),

          the Lender may notify the Borrower. The Borrower shall pay the Lender
          on demand the amounts certified by an Authorised Officer of the Lender
          to be necessary to compensate the Lender or the relevant holding
          company for the increase or reduction.

          That certificate must give an outline of the calculation of the amount
          demanded and will be conclusive and bind the Borrower unless proven
          wrong.

     (b)  (LIMIT ON RETROSPECTIVITY) A demand under paragraph (a) may not claim
          compensation for an increase or reduction suffered more than 90 days
          before the Lender notified the Borrower of the relevant Change in Law
          except to the extent the Change in Law is retrospective.

12.3 VOLUNTARY PREPAYMENT ON CHANGE IN LAW

     If the Borrower becomes aware that as a result of a Change in Law it is or
     may be obliged to make a payment under clause 11.2(a) (TAXATION -
     ADDITIONAL PAYMENTS) or 12.2 (INCREASED COSTS), the Borrower may notify the
     Lender that it wishes to prepay any financial accommodation affected. That
     notice is irrevocable. The Borrower shall prepay

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Facility Agreement                                 Allens Arthur Robinson [LOGO]

     in accordance with it on the last day of the relevant Funding Period
     current when the notice is given.

12.4 MINIMISATION

     The Borrower may not refuse a demand on the ground that the relevant
     consequences could have been avoided.

12.5 CHANGE IN LAW

     In this clause, a CHANGE IN LAW is the introduction after the date of this
     Agreement of, or a change in, any law, official directive, ruling or
     request or a change in its interpretation or application. If it does not
     have the force of law, it must be one with which responsible Australian
     banks would comply. It includes any with respect to capital adequacy,
     special deposit, liquidity, reserve, prime assets, tax or prudential
     requirements (except a change in tax on overall net income).

13.  CONDITIONS PRECEDENT

13.1 CONDITIONS PRECEDENT TO TRANCHE A DRAWDOWN NOTICE

     The right of the Borrower to give the Drawdown Notice in relation to
     Tranche A and the obligations of the Lender under this Agreement are
     subject to the condition precedent that the Lender receives all of the
     following in form and substance satisfactory to the Lender.

     (a)  (VERIFICATION CERTIFICATE) a certificate in relation to the Borrower
          given by a director of the Borrower substantially in the form of
          annexure B with the attachments referred to and dated not earlier than
          five Business Days before the first Drawdown Date.

     (b)  (REPRESENTATIONS TRUE) the representations and warranties by the
          Borrower in the Finance Documents are true as at the date of the first
          Drawdown Notice as though they had been made at that date in respect
          of the facts and circumstances then subsisting;

     (c)  (FINANCE DOCUMENTS) duly executed counterparts of each Finance
          Document, together with all ancillary documentation required to
          register them (as relevant).

     (d)  (SECURITY) evidence that the Charge is in a form registerable by the
          Australian Securities and Investments Commission or other applicable
          office or registry at which registration is required free from all
          prior Security Interests and third party rights and interests (other
          than Permitted Security Interests).

     (e)  (PROJECT DOCUMENTS) a certified copy of each Project Document, duly
          executed by the parties to it.

     (f)  (TITLE DOCUMENTS) any relevant documents or evidence of title (if any)
          to the Mortgaged Property.

     (g)  (OPINIONS)

          (i)  an opinion of Allens Arthur Robinson, Australian legal advisers
               to the Lender in relation to the Finance Documents;

                                                                         Page 22

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Facility Agreement                                 Allens Arthur Robinson [LOGO]

          (ii) an opinion from independent, appropriately experienced legal
               advisers to the Borrower that:

               (A)  the Borrower is (or will unconditionally become) the direct
                    legal and beneficial owner of the relevant Shares pursuant
                    to the Private Placement, free from all Security Interests;

               (B)  the Borrower and the Target Company have the proper
                    capacity, corporate approvals and Authorisations necessary
                    to validly enter into the Private Placement; and

               (C)  the Share Subscription Agreement is binding and effective in
                    accordance with its terms;

     (h)  (FEES) payment (which may be from the first drawdown) of all fees and
          expenses payable or reimbursable to the Lender on or before the first
          Drawdown Date, including fees of the Lenders' consultants or advisers;

     (i)  (CONSTITUTION) if the Borrower is a corporation, a certified copy of
          the Borrower's constitution and certificate of incorporation;

     (j)  (POWERS OF ATTORNEY) if the Borrower executes any Transaction Document
          under power of attorney, a copy of that power of attorney;

     (k)  (NO EVENT OF DEFAULT) evidence that no Event of Default or Potential
          Event of Default, or any other event of default (however defined)
          under a Transaction Document has occurred and is subsisting;

     (1)  (LATEST FINANCIAL REPORTS) the latest Financial Reports of the Parent;

     (m)  (SUFFICIENT FUNDS) evidence that the Borrower has sufficient funds
          from the Facility and from other sources of income to pay all fees and
          charges payable in connection with this Agreement and complete the
          Private Placement; and

     (n)  (NO PRIOR ACTIVITY) evidence that the Borrower is a newly incorporated
          company, and has not incurred and will not incur any liability or
          entered into any transaction, agreement or arrangement other than in
          respect of the Private Placement, the Merger, matters relating to its
          corporate existence, accounting and audit, and this Agreement.

13.2 CONDITIONS PRECEDENT TO TRANCHE B DRAWDOWN NOTICE

        The obligations of the Lender to make available each drawing under the
        Tranche B is subject to the conditions precedent in clause 13.1 having
        been fulfilled and these further conditions precedent:

     (a)  (REPRESENTATIONS TRUE) the representations and warranties by the
          Borrower in the Finance Documents are true as at the date of the
          relevant Drawdown Notice as though they had been made at that date in
          respect of the facts and circumstances then subsisting;

     (b)  (NO DEFAULT) no Event of Default or Potential Event of Default
          subsists at the date of the relevant Drawdown Notice or will result
          from the provision of the Loan;

                                                                         Page 23

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Facility Agreement                                 Allens Arthur Robinson [LOGO]

     (c)  (AUTHORISATION) all necessary Authorisations for the provision of that
          Loan have been obtained;

     (d)  (TRANCHE A DRAWN) Tranche A has been drawn and no further drawings are
          required under it;

     (e)  (MERGER DOCUMENTS DELIVERED) a certified copy of all documentation
          relating to the Merger has been delivered to the Lender; and

     (f)  (OPINIONS) an opinion from Australian legal advisers to the Borrower
          has been delivered to the Lender that confirms:

          (i)  the Borrower, the Parent and the Target Company have the proper
               Authorisations to enter into the Merger; and

          (ii) the Merger has been completed by the Scheme becoming Effective
               and the New Lihir Shares have been issued by the Parent (all as
               contemplated in and defined by the Merger Implementation
               Agreement),

          in form and substance satisfactory to the Lender.

14.  REPRESENTATIONS AND WARRANTIES

14.1 REPRESENTATIONS AND WARRANTIES

     The Borrower makes the following representations and warranties:

     (a)  (STATUS) It is a corporation validly existing under the laws of the
          place of its incorporation specified in this Agreement.

     (b)  (NO PRIOR ACTIVITY) it is a newly incorporated corporation, and has
          not incurred and will not incur any liability or entered into any
          transaction, agreement or arrangement other than in respect of the
          Private Placement, the Merger, matters relating to its corporate
          existence, accounting and audit, and this Agreement, and all its
          liabilities and indebtedness have been fully disclosed to the Lender.

     (c)  (POWER) It has the power to enter into and perform its obligations
          under the Transaction Documents to which it is expressed to be a
          party, to carry out the transactions contemplated by those documents
          and to carry on its business as now conducted or contemplated.

     (d)  (CORPORATE AUTHORISATIONS) it has taken all necessary corporate action
          to authorise the entry into and performance of the Transaction
          Documents to which it is expressed to be a party, and to carry out the
          transactions contemplated by those documents.

     (e)  (CORPORATE BENEFIT) It achieves a valuable corporate benefit from
          entering into the Finance Documents to which it is a party.

     (f)  (DOCUMENTS BINDING) Each Transaction Document to which it is expressed
          to be a party is its valid and binding obligation enforceable in
          accordance with its terms, subject to any necessary stamping and
          registration and subject to equitable principles. To the best of its
          knowledge and belief, each Project Document is valid
                                                                         Page 24
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Facility Agreement                                 Allens Arthur Robinson [LOGO]

            and binding on the parties to it and enforceable against each of
            them in accordance with its terms. The Securities are effective
            security over the Mortgaged Property with the priority stated.

      (g)   (TRANSACTIONS PERMITTED) The execution and performance by it of the
            Transaction Documents to which it is expressed to be a party and
            each transaction contemplated under those documents did not and will
            not violate in any respect a provision of:

            (i) a law or treaty or a judgment, a legally binding ruling, order
                or decree of a Government Agency binding on it;

            (ii)  its constitution or other constituent documents; or

            (iii) any other document or agreement which is binding on it or its
                  assets (including the Syndicated Facilities Agreement),

            where violation is likely to have a Material Adverse Effect, and,
            except as provided by the Transaction Documents, did not and will
            not:

            (iv)  create or impose a Security Interest on any of its assets; or

            (v)   allow a person to accelerate or cancel an obligation with
                  respect to Finance Debt, or constitute an event of default,
                  cancellation event, prepayment event or similar event
                  (whatever called) under an agreement relating to Finance Debt,
                  whether immediately or after notice or lapse of time or both.

      (h)   (FINANCIAL REPORTS)

            (i)   Its most recent consolidated and unconsolidated audited
                  Financial Reports give a true and fair view of the matters
                  with which they deal.

            (ii)  There has been no subsequent change since the date of its most
                  recent consolidated and unconsolidated audited or unaudited
                  Financial Reports (and the case may be) in its and its
                  Subsidiaries' state of affairs which may have a Material
                  Adverse Effect.

            (iii) Those Financial Reports comply with Current Accounting
                  Practice except to the extent disclosed in them and with all
                  applicable laws.

            (iv)  No Relevant Company has executed a Guarantee for the purpose
                  of obtaining an order under part 2M.6 of the Corporations Act
                  2001 or an equivalent provision or for the purpose of
                  complying with any such order.

      (i)   (NO LITIGATION) At the date of each drawdown, no litigation,
            arbitration, Tax claim, dispute or administrative or other
            proceeding is current or pending or, to its knowledge, threatened,
            which may have a Material Adverse Effect.

      (j)   (NO DEFAULT) At the date of each drawdown:

            (i)   no Event of Default or undisclosed Potential Event of Default
                  of which it is aware has occurred and is subsisting.

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Facility Agreement                                 Allens Arthur Robinson [LOGO]

            (ii)  it is not and none of its Subsidiaries is in default under a
                  document or agreement (including an Authorisation) binding on
                  it or its assets which relates to Finance Debt or is material.

            (iii) nothing has occurred which constitutes an event of default,
                  cancellation event, prepayment event or similar event
                  (whatever called) under those documents or agreements, whether
                  immediately or after notice or lapse of time or both.

      (k)   (AUTHORISATIONS) To the best of its knowledge each Authorisation
            which is required and able to be obtained at the applicable time in
            relation to:

            (i)   the execution, delivery and performance by it of the
                  Transaction Documents to which it is expressed to be a party
                  and the transactions contemplated by those documents;

            (ii)  the validity and enforceability of those documents; and

            (iii) its business as now conducted or contemplated and which is
                  material (including under Environmental Law),

            where failure to obtain or effect it is likely to have a Material
            Adverse Effect, has been obtained or effected. Each is in full force
            and effect. It has complied with each of them.

      (l)   (NO MISREPRESENTATION)

            (i)   All information (other than forecasts and projections)
                  provided by it to the Lender is true in all material respects
                  at the date when it is provided or as otherwise specified in
                  it. Neither that information nor its conduct and the conduct
                  of anyone on its behalf in relation to the transactions
                  contemplated by the Transaction Documents, was or is
                  misleading, by omission or otherwise. To the best of the
                  Borrower's knowledge (after due enquiry), the Borrower has
                  supplied all information which is material to the Transaction
                  to the Lender.

            (ii)  Any financial projections so provided have been prepared on
                  the basis of the most recently available historical
                  information and on the basis of reasonable assumptions as at
                  the time they are provided.

      (m)   (AGREEMENTS DISCLOSED) Each document or agreement which is material
            to the Transaction Documents or which has the effect of varying a
            Transaction Document has been disclosed to the Lender in writing.

      (n)   (COPIES OF DOCUMENTS) All copies of documents (including its latest
            audited Financial Reports and all Authorisations) given by it or on
            its behalf to the Lender are true and complete copies as at the date
            given. Those documents are in full force and effect.

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      (o)   (TITLE) It is or will become on acquisition the sole beneficial
            owner of the Mortgaged Property free of any other third party right
            or interest whatever (including arising out of native title claims
            and sacred sites) other than as permitted by clause 15.2(b)
            (NEGATIVE PLEDGE).

      (p)   (LAW) It has complied with ail laws (including, without limitation,
            any Environmental Law) binding on it where breach may have a
            Material Adverse Effect.

      (q)   (ENVIRONMENTAL LAW) At the date of each drawdown, no act or omission
            has occurred and there is no circumstance relating to the assets or
            business of it or the Target Company which has given rise or may
            give rise to:

            (i)   a substantial claim against it or any of its Subsidiaries;

            (ii)  a requirement of substantial expenditure by it or any of it
                  Subsidiaries; or

            (iii) a requirement that it or any of its Subsidiaries ceases or
                  substantially alters an activity,

            under Environmental Law.

            Without limitation none of its assets is contaminated, all assets
            are within applicable environmental standards and all emissions and
            discharges are within standards or limits imposed by all relevant
            laws and Authorisations.

      (r)   (TRUST) Except as disclosed to the Lender in writing, it does not
            hold any assets as the trustee of any trust and it does not enter
            into any Transaction Documents as trustee of any trust.

      (s)   (TAXES) It has paid all Taxes payable by it when due other than
            Taxes for which it has set aside sufficient reserves and which are
            being contested in good faith.

      (t)   (SOLVENCY) It is solvent and no Insolvency Event has occurred in
            relation to it. It will not become insolvent and no Insolvency Event
            will occur upon completion of the Private Placement or the Merger.

      (u)   (CORPORATE TREE) The Parent is the sole direct and beneficial owner
            of all shares in the Borrower.

      (v)   (NO LIQUIDATION) It is not in Liquidation and, to the best of its
            knowledge, no steps have been taken in relation to its Liquidation.

      (w)   (NO IMMUNITY) Neither it not any of its assets has any immunity from
            suit or execution.

      (x)   (PROJECT DOCUMENTS) At the date of each drawdown:

            (i)   no default, event of default (however defined) or breach of
                  any obligation has occurred or is subsisting under any Project
                  Document in respect of it, or to its knowledge, any other
                  person; and

            (ii)  no event has occurred in respect of it or, to its knowledge,
                  any other person,

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Facility Agreement                                 Allens Arthur Robinson [LOGO]

            which, in each case, is likely to result in the cancellation,
            termination, forfeiture of such a Project Document or is likely to
            have a Material Adverse Effect.

      (y)   (TRANSACTION) It has not incurred any liability or obligation with
            respect to the Transaction which has not been disclosed to the
            Lender.

      (z)   (PRIORITY) Its obligations under the Finance Documents to which it
            is a party rank in point of security ahead of all its other
            obligations (actual or contingent, present or future) except
            obligations mandatorily preferred by law or which are secured by a
            Security Interest which is permitted by clause 15. 2(b) (NEGATIVE
            PLEDGE).

14.2  RELIANCE ON REPRESENTATIONS AND WARRANTIES

      (a)   The Borrower acknowledges that the Lender has entered the
            Transaction Documents in reliance on the representations and
            warranties in this clause.

      (b)   The representations and warranties given in this clause are taken to
            be repeated on each Drawdown Date by reference to the circumstances
            then existing.

15.   UNDERTAKINGS

15.1  GENERAL UNDERTAKINGS

      The Borrower undertakes to the Lender as follows (except to the extent
      that the Lender consents):

      (a)   (CORPORATE REPORTING AND INFORMATION) It will provide to the Lender:

            (i)   (ANNUAL FINANCIAL REPORTS) as soon as practicable (but within
                  120 days) after the close of each of its financial years
                  copies of its audited Financial Reports in respect of that
                  financial year;

            (ii)  (SEMI-ANNUAL FINANCIAL REPORTS) as soon as practicable (but
                  within 120 days) after the first half of each of its financial
                  years copies of its unaudited Financial Reports in respect of
                  that half-year;

            (iii) (DOCUMENTS ISSUED TO SHAREHOLDERS) promptly, all documents
                  provided by it to a stock exchange or holders of Marketable
                  Securities issued by it;

            (iv)  (INFORMATION PROVIDED TO ASX) to the extent not already
                  provided under this paragraph (a) and the Parent has not
                  already done so, within 7 days of issue, copies of all reports
                  and press releases made by the Parent to Australian Stock
                  Exchange Limited;

            (v)   (NOTICES UNDER MERGER IMPLEMENTATION AGREEMENT) promptly, any
                  notifications or other information given or received by it
                  under or in connection with the Merger Implementation
                  Agreement;

            (vi)  (LITIGATION) promptly, written particulars of any litigation,
                  arbitration, Tax claim, dispute or administrative or other
                  proceeding in relation to it or its Subsidiaries involving a
                  claim exceeding $500,000 or its equivalent other than a claim
                  for worker's compensation;

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Facility Agreement                                 Allens Arthur Robinson [LOGO]

            (vii) (GOVERNMENT AGENCY) promptly, any notice, order or material
                  correspondence from or with a Government Agency relating to
                  its or its Subsidiaries' business or assets which may have a
                  Material Adverse Effect; and

            (viii) (OTHER INFORMATION) promptly, any other information in
                  relation to its or its Subsidiaries' financial condition or
                  business which the Lender may reasonably request.

      (b)   (ACCOUNTING PRINCIPLES) It will ensure that the Financial Reports
            provided to the Lender under paragraph (a):

            (i)   comply with Current Accounting Practice except to the extent
                  disclosed in them and with all applicable laws; and

            (ii)  give a true and fair view of the matters with which they deal.

      (c)   (AUTHORISATIONS) It will ensure that each Authorisation required
            for:

            (i)   the execution, delivery and performance by it of the Finance
                  Documents to which it is expressed to be a party and the
                  transactions contemplated by those documents;

            (ii)  the validity and enforceability of those documents; and

            (iii) the carrying on by it and its Subsidiaries of its and their
                  business as now conducted or contemplated (including under
                  Environmental Law),

            is obtained and promptly renewed and maintained in full force and
            effect. It will provide copies promptly to the Lender when they are
            obtained or renewed.

      (d)   (NOTICE TO LENDER) It will notify the Lender as soon as it becomes
            aware of:

            (i)   any Event of Default or Potential Event of Default;


            (ii)  any substantial dispute between it or any of its Subsidiaries
                  and a Government Agency;

            (iii) any force majeure event or any event or circumstance which is
                  likely to result in the termination or suspension of any
                  Project Document or any material provision of a Project
                  Document;

            (iv)  any proposal by a Government Agency to acquire compulsorily a
                  material part of its Mortgaged Property;

            (v)   termination (other than through performance), rescission or
                  suspension of a Transaction Document or other material
                  Authorisation;

            (vi)  any actual or alleged breach of or event under a Project
                  Document or other material Authorisation which with notice,
                  time or both could lead to its termination, revocation,
                  cancellation, suspension or variation or is otherwise material
                  in the context of the Project Document or Authorisation;

            (vii) any amendment to a Project Document or other Authorisation
                  which could have a Material Adverse Effect;

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Facility Agreement                                 Allens Arthur Robinson [LOGO]

            (viii) any default, breach or other event under a document relating
                   to material Finance Debt;

            (ix)   any Security Interest becoming enforceable over any Mortgaged
                   Property; and

            (x)    any change in its Authorised Officers, giving specimen
                   signatures of any new Authorised Officer appointed, and,
                   where reasonably requested by the Lender, evidence
                   satisfactory to the Lender of the authority of any
                   Authorised Officer.

15.2  UNDERTAKINGS RELATING TO ASSET AND BALANCE SHEET MAINTENANCE

      The Borrower undertakes to the Lender as follows (except to the extent
      that the Lender otherwise consents):

      (a)   (DISPOSAL OF ASSETS) It will not sell or otherwise dispose of, part
            with possession of, or create an interest in, any of its Mortgaged
            Property or agree or attempt to do so (whether in one or more
            related or unrelated transactions) without the prior written consent
            of the Lender.

      (b)   (NEGATIVE PLEDGE) it will not create or allow to exist a Security
            Interest over its assets other than the Charge.

      (c)   (FINANCE DEBT) It will not incur any new Finance Debt without the
            written consent of the Lender.

      (d)   (SECURITY DEPOSIT) It will not deposit or lend money on terms that
            it will not be repaid until its or another person's obligations or
            indebtedness are performed or discharged. It will not deposit money
            with or lend money to a person (other than the Lender) to whom it
            is, or is likely to become, actually or contingently indebted.

      (e)   (TITLE RETENTION) It will not enter into an agreement with respect
            to the acquisition of assets on title retention terms except in the
            ordinary course of day-to-day trading.

      (f)   (SALE AND LEASE BACK) It will not sell or otherwise dispose of any
            of its assets to a person where, under the terms of that sale or
            disposal, or under a related transaction, that asset is or may be
            Leased to a Relevant Company or its Associate.

15.3  UNDERTAKINGS RELATING TO THE TRANSACTION

      The Borrower undertakes to the Lender as follows (except to the extent
      that the Lender otherwise consents):

      (a)   (PROCEEDS OF PRIVATE PLACEMENT) It will:

            (i)   use its best endeavours to ensure that the Target Company uses
                  the proceeds of the Private Placement only to fund the
                  development of the Ballarat East Gold Project; and

            (ii)  ensure that the Project Documents contain covenants requiring
                  the Target Company to use the proceeds of the Private
                  Placement only to fund the development of the Ballarat East
                  Gold Project.

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Facility Agreement                                 Allens Arthur Robinson [LOGO]

      (b)   (COMPLIANCE AND ENFORCEMENT OF PROJECT DOCUMENTS) It will:

            (i)   comply with its obligations under the Project Documents;

            (ii)  enforce each Project Document to which it is a party and
                  exercise its rights, authorities and discretions under those
                  documents prudently and, while an Event of Default or
                  Potential Event of Default subsists, in accordance with the
                  directions (if any) of the Lender;

            (iii) use its Best Efforts to keep the Project Documents to which it
                  is a party valid and enforceable;

            (iv)  not avoid, release, surrender, rescind, terminate or discharge
                  (other than by performance) any of the Project Documents to
                  which it is a party;

            (v)   not amend, vary or supplement in any material respect, or
                  grant a material waiver in respect of, any Project Document
                  where that has or might reasonably be expected to have a
                  Material Adverse Effect without the prior consent of the
                  Lender, such consent will be taken to be given if the Lender
                  has failed to notify the Borrower of its decision on the later
                  of 15 Business Days of it being notified of the intended
                  action by the Borrower (the EXPIRY DATE) and such reasonable
                  later date notified by the Lender prior to the Expiry Date if
                  the Lender has not been provided with all information
                  reasonably required by it to make such a decision by the
                  Expiry Date;

            (vi)  notify the Lender within 30 days of any material amendment or
                  supplement to, or any waiver granted by it in respect of, any
                  of the Project Documents to which it is a party;

            (vii) not do anything and will refrain from doing anything which
                  gives another party grounds to terminate or discharge (other
                  than by performance) any of the Project Documents to which it
                  is a party; and

            (viii) not give any discretionary consent in connection with, an
                  assignment, novation or transfer by a counterparty to a
                  Project Document of any of that counterparty's rights or
                  obligations under that Project Document without the consent of
                  the Lender, such consent will be taken to be given if the
                  Lender has failed to notify the Borrower of its decision on
                  the later of 15 Business Days of it being notified of the
                  intended action by the Borrower (the EXPIRY DATE) and such
                  reasonable later date notified by the Lender prior to the
                  Expiry Date if the Lender has not been provided with all
                  information reasonably required by it to make such a decision
                  by the Expiry Date.

      (c)   (TARGET COMPANY CHARGE) The Target Company will promptly after the
            Record Date (and in any event within 60 days after the Record Date)
            enter into and delivers to the Lender the Target Company Charge in
            form and substance acceptable to the Lender.

      (d)   (PROCEEDS RAISED AGAINST BALLARAT EAST GOLD PROJECT) The Borrower
            will ensure that the proceeds of any financing or fundraising raised
            after the Merger occurs for

                                                                         Page 31

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Facility Agreement                                 Allens Arthur Robinson [LOGO]

            the purpose of developing the Ballarat East Gold Project are applied
            in the following order:

            (i)   firstly, towards repaying the Principal Outstanding (on the
                  basis that the proceeds) of this facility will have been used
                  for short-term funding of the Ballarat East Gold Project); and

            (ii)  secondly, (if the Principal Outstanding has been reduced to
                  nil) towards any other purpose relating to the Ballarat East
                  Gold Project.

            The Borrower shall also produce to the Lender on or before such
            repayment to the Lender evidence that no transaction in relation to
            it breaches section 260A of the Corporations Act 2001.

15.4  UNDERTAKINGS RELATING TO THE ASSETS

      The Borrower undertakes to the Lender as follows (except to the extent
      that the Lender otherwise consents):

      (a)   (COMMERCIAL DEALINGS) It will not and will ensure that each of its
            Subsidiaries does not enter into any material transactions with any
            third person or any Related Entity (other than an Obligor) except on
            arm's length commercial terms.

      (b)   (DISPUTE) It will:

            (i)   promptly notify the Lender of any material dispute with a
                  party to a Project Document;

            (ii)  subject to sub-paragraph (iii), use all reasonable efforts to
                  resolve the dispute in accordance with any dispute resolution
                  procedure under the Project Document;

            (iii) give the Lender a reasonable opportunity to comment on the
                  resolution proposed and not agree to resolve the dispute
                  except as required by the dispute resolution procedure without
                  the consent of the Lender (acting reasonably); and

            (iv)  not agree to the settlement or resolution of any dispute under
                  a Project Document if that settlement or resolution would be
                  likely to have a Material Adverse Effect.

      (c)   (PAY OUTGOINGS)

            (i)   Subject to sub-paragraph (ii), it will promptly pay all
                  material outgoings payable by it in respect of the Mortgaged
                  Property (including Taxes).

            (ii)  It need not pay Taxes which are being contested in good faith
                  except where failure to pay is reasonably likely to have a
                  Material Adverse Effect. To the extent liable, it will pay
                  those outgoings on the final determination or settlement of
                  the contest.

      (d)   (PRESERVATION AND PROTECTION OF SECURITY)

            (i)   It will promptly:

                                                                         Page 32

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Facility Agreement                                 Allens Arthur Robinson [LOGO]

                  (A)   do everything necessary or reasonably required by the
                        Lender to preserve and protect the value of the
                        Mortgaged Property; and

                  (B)   do everything necessary or reasonably required by the
                        Lender to protect and enforce its title.

      (e)   (OTHER SECURITY INTERESTS) It will comply with all Security
            Interests by which it is bound affecting the Mortgaged Property and
            the obligations secured by those Security Interests.

      (f)   (RANKING) it will ensure that its obligations under the Finance
            Documents rank in point of security ahead of all its other
            obligations (actual or contingent, present or future) except
            obligations mandatorily preferred by law.

15.5  UNDERTAKINGS RELATING TO STRUCTURE AND CORPORATE MATTERS

      The Borrower undertakes to the Lender as follows (except to the extent
      that the Lender otherwise consents):

      (a)   (PARTNERSHIP AND JOINT VENTURES) It will not enter into a
            partnership or joint venture with another person.

      (b)   (CORPORATE EXISTENCE) It will do everything necessary to maintain
            its corporate existence in good standing. It will not transfer its
            jurisdiction of incorporation or enter any merger or consolidation.

      (c)   (CONSTITUENT DOCUMENTS) It will not and will ensure that each of its
            Subsidiaries does not amend its constituent documents if that
            amendment is likely to have a Material Adverse Effect.

      (d)   (CHANGE OF BUSINESS) It will not and will ensure that each of its
            Subsidiaries does not cease or substantially change the nature or
            its business as conducted when the Borrower becomes bound the this
            Agreement.

      (e)   (INSPECTION) It will permit the Lender (or such persons authorised
            by it) at any time during normal business hours and on reasonable
            notice to inspect and take copies of the records, and to inspect any
            relevant Mortgaged Property which inspection shall, unless an Event
            of Default is subsisting or the lender has reasonable grounds to
            suspect that an Event of Default has occurred, be at the risk and
            expense of the Lender.

      (f)   (COMPLIANCE WITH LAW) It will comply with all laws binding on it in
            all material respects.

      (g)   (PAY TAXES) It will pay all Taxes payable by it when due, but:

            (i)   it need not pay Taxes for which it has set aside sufficient
                  reserves and which are being contested in good faith, except
                  where failure to pay may have a Material Adverse Effect; and

            (ii)  to the extent liable, it will pay those Taxes which it is
                  liable to pay on the final determination or settlement of the
                  contest.

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      (h)   (COMMERCIAL DEALINGS)

            (i)   It will not deal in any way with any person except at arm's
                  length in the ordinary course of business for valuable
                  commercial consideration.

            (ii)  It may only deal with an Associate if a person satisfactory to
                  the Lender verifies the adequacy of the consideration or
                  otherwise verifies compliance with sub-paragraph (i).

      (i)   (FINANCIAL ASSISTANCE) It will not:

            (i)   advance money or make available financial accommodation to or
                  for the benefit of; or

            (ii)  give a Guarantee or Security Interest in connection with an
                  obligation or liability of,

            a person who is not a Relevant Company, but it may;

            (iii) deposit funds with a bank in the ordinary course of its
                  business; and

            (iv)  allow its customers to acquire goods and services on extended
                  terms in the ordinary course of trading.

      (j)   (DISTRIBUTIONS) It will not pay or distribute any money or other
            asset (including by management or other fee, interest, dividend, buy
            back, return of capital, repayment or redemption) to or for the
            benefit of a shareholder in that capacity or to an Associate at any
            time while there is any Principal Outstanding.

      (k)   (FINANCE DEBT) The Borrower will not incur any Finance Debt except
            under the Finance Documents.

15.6  TERM OF UNDERTAKINGS

      Each undertaking in this clause continues from the date of this Agreement
      until the Secured Money is fully and finally paid.

16.   EVENTS OF DEFAULT

16.1  EVENTS OF DEFAULT

      Each of the following is an Event of Default (whether or not it is in the
      control of the Borrower).

      (a)   (OBLIGATIONS UNDER FINANCE DOCUMENTS) A Relevant Company fails:

            (i)   to pay an amount payable by it under a Finance Document when
                  due;

            (ii)  to comply with any of its other obligations under a
                  Transaction Document or any of the undertakings in clause 15
                  except, where in the opinion of the Lender that failure can be
                  remedied within 10 Business Days, if it remedies the failure
                  within that period; or

            (iii) to satisfy within the time stipulated anything which the
                  Lender made a condition of its waiving compliance with a
                  condition precedent or undertaking in a Finance Document.

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Facility Agreement                                 Allens Arthur Robinson [LOGO]

      (b)   (MISREPRESENTATION) A representation, warranty, undertaking or
            statement by or on behalf of a Relevant Company in a Finance
            Document, or in a document provided under or in connection with a
            Finance Document, is not true in a material respect or is misleading
            when made or repeated.

      (c)   (CROSS DEFAULT)

            (i)   Finance Debt of a Relevant Company totalling and amount at
                  least equal to US$10 million or its equivalent:

                  (A)   is not paid when due (or within an applicable grace
                        period); or

                  (B)   becomes due and payable before its stated maturity or
                        expiry or if no period is specified, within 30 Business
                        Days of becoming payable; or

            (ii)  a facility or obligation granted or owed by a person to a
                  Relevant Company to provide financial accommodation or to
                  acquire or underwrite Finance Debt totalling at least US$10
                  million or its equivalent is prematurely terminated; or

            (iii) a breach or other event or circumstance (however defined)
                  entitling a party to terminate occurs under a Project Document
                  and the Lender is not satisfied with that state of affairs 10
                  Business Days after that breach, event or circumstance occurs,
                  despite any representations made by the Borrower to the Lender
                  and discussions between the Borrower and the Lender in the
                  interim.

            For the purpose of this paragraph, if a person is required to
            provide cash cover for Finance Debt as a result of an actual, likely
            or threatened default or an event of default or termination,
            cancellation, special prepayment or similar event, whatever called,
            that Finance Debt will be taken to be due and payable.

            Sub-paragraphs (i)(B) and (ii) will not apply if a Relevant Company
            exercises an optional right of prepayment or termination in the
            absence of actual or likely default or an event of default or
            termination, cancellation, special prepayment or similar event,
            whatever called.

      (d)   (INSOLVENCY EVENT) An Insolvency Event occurs in relation to a
            Relevant Company or the Target Company.

      (e)   (REDUCTION OF CAPITAL) Without the prior consent of the Lender, a
            Relevant Company or the Target Company:

            (i)   reduces its capital (including a purchase of its shares);

            (ii)  passes a resolution to reduce its capital or to authorise it
                  to purchase its shares or a resolution under Chapter 2J of the
                  Corporations Act 2001 or an equivalent provision, or calls a
                  meeting to consider such a resolution; or

            (iii) applies to a court to call any such meeting or to sanction any
                  such resolution or reduction.

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      (f)   (ANALOGOUS PROCESS) Anything analogous to anything referred to in
            paragraphs (d) to (e) inclusive, or which has substantially similar
            effect, occurs with respect to any Relevant Company under any
            overseas law or any law which commences or is amended after the date
            of this Agreement.

      (G)   (REVOCATION OF AUTHORISATION) An Authorisation which is material to
            the performance by the Borrower of a Transaction Document, or to the
            validity or enforceability of a Transaction Document or to the
            security of Lender is repealed, revoked or terminated or has
            expired, or is modified or amended or conditions are attached to it
            in a manner which the Lender considers to be likely to have a
            Material Adverse Effect and is not replaced by another Authorisation
            reasonably acceptable to the Lender within 30 days after notice from
            the Lender.

      (h)   (CEASING BUSINESS) The Borrower or the Target Company stops, or
            threatens to stop, carrying on all or a material part of its
            business.

      (i)   (VITIATION OF DOCUMENTS) All or any material part of a Transaction
            Document is terminated or is or becomes void, illegal, invalid,
            unenforceable or of limited force and effect;

      (j)   (CONTROL OF BORROWER)

            (i)   Without the prior consent of the Lender the Borrower ceases to
                  be a wholly owned Subsidiary of the Parent; or

            (ii)  in the opinion of the Lender (acting reasonably) there is a
                  material change in the financial structure or control of the
                  Borrower

      (k)   (COMPULSORY ACQUISITION)

            (i)   All or any material part of the Mortgaged Property or other
                  assets of a Relevant Company is compulsorily acquired (other
                  than for fair value in the case of the Parent) by or by order
                  of a Government Agency or under law; or

            (ii)  a Government Agency orders the sale, vesting or divesting of
                  all or any substantial part of the Mortgaged Property or other
                  assets of a Relevant Company.

      (l)   (GOVERNMENTAL INTERFERENCE) A law or anything done by a Government
            Agency wholly or partially to a material extent renders illegal,
            prevents or restricts the performance or effectiveness of a
            Transaction Document or otherwise has a Material Adverse Effect.

      (m)   (ENVIRONMENTAL EVENT)

            (i)   (A)   Any person takes action;

                  (B)   there is a claim; or

                  (C)   there is a requirement of expenditure or of cessation or
                        alteration of activity,

                  under Environmental Law, which in the opinion of the Lender is
                  likely to have a Material Adverse Effect; or

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Facility Agreement                                 Allens Arthur Robinson [LOGO]

            (ii)  a circumstance arises which in the opinion of the Lender may
                  give rise to an action, claim or requirement within
                  sub-paragraph (i).

      (n)   (TARGET COMPANY CHARGE) The Target Company does not enter into and
            deliver the Target Company Charge to the Lender within 60 days of
            the Record Date.

      (o)   (USE OF PRIVATE PLACEMENT PROCEEDS) The Target Company uses any of
            the proceeds of the Private Placement for a purpose other than the
            Ballarat East Gold Project.

      (p)   (MATERIAL ADVERSE CHANGE) Any other event or series of events,
            whether related or not, occurs which in the opinion of the Lender
            (acting reasonably) is likely to have a Material Adverse Effect.

16.2  CONSEQUENCES

      In addition to any other rights provided by law or any Finance Document,
      at any time after an Event of Default (whether or not it is continuing)
      the Lender may do all or any of the following:

      (a)   by notice to the Borrower declare all sums actually or contingently
            owing under the Finance Documents:

            (i)   immediately due and payable, and the Borrower shall
                  immediately pay the Principal Outstanding together with
                  accrued interest and fees and all other sums; or

            (ii)  payable upon demand, and the Borrower shall pay the same on
                  demand being made;

      (b)   by notice to the Borrower cancel the Commitment;

      (c)   at the cost of the Borrower, appoint a firm of independent
            accountants or other experts to review and report to the Lender on
            the affairs, financial condition and business of any Relevant
            Company;

      (d)   enforce the Securities.

            Each Relevant Company shall do everything in its power to ensure the
            review and report can be carried out promptly, completely and
            accurately. Without limitation, it shall co-operate fully with the
            review and ensure that the accountants and experts are given access
            to all premises and records of each Relevant Company and are given
            all information concerning any Relevant Company which they require
            from time to time. It shall ensure that all officers and employees
            of each Relevant Company do the same.

17.   INTEREST ON OVERDUE AMOUNTS

17.1  ACCRUAL AND PAYMENT

      (a)   (ACCRUAL) Interest accrues on each unpaid amount which is due and
            payable by the Borrower under or in respect of any Finance Document
            (including interest under this clause):

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Facility Agreement                                 Allens Arthur Robinson [LOGO]

            (i)   on a daily basis up to the date of actual payment from (and
                  including) the due date or, in the case of an amount payable
                  by way of reimbursement or indemnity, the date of disbursement
                  or loss, if earlier;

            (ii)  both before and after judgment (as a separate and independent
                  obligation); and

            (iii) at the rate provided in clause 17.2 (RATE),

            except where the relevant Finance Document provides otherwise.

      (b)   (PAYMENT) The Borrower shall pay interest accrued under this clause
            on demand and on the last Business Day of each calendar quarter.
            That interest is payable in the currency of the unpaid amount on
            which it accrues.

17.2  RATE

      The rate applicable under this clause is the sum of 2% pa plus the sum of
      the Margin and:

      (a)   the rate which is the average bid rate displayed at or about 10.30am
            (Sydney time) on the day immediately before the due date on the
            Reuters screen BBSY page for a term equivalent to the funding
            period; or

      (b)   if:

            (i)   for any reason that rate is not displayed for a term
                  equivalent to that funding period; or

            (ii)  the basis on which that rate is displayed is changed and in
                  the opinion of the Lender, acting reasonably, it ceases to
                  reflect the Lender's costs of funding to the same extent as at
                  the date of this Agreement,

            the rate determined by the Lender to be the average of the buying
            rate of the Lender and the buying rates quoted to the Lender by 2
            Australian banks selected by the Lender at or about that time on
            that date. The buying rates must be for bills of exchange accepted
            by an Australian bank and which have a term equivalent to the
            funding period. If there are no buying rates the rate will be the
            rate determined by the Lender to be its cost of funds.

18.   INDEMNITIES

      The Borrower shall indemnify the Lender against any loss, cost, liability
      or expense (including legal costs on a full indemnity basis) which the
      Lender (or any officer or employee of the Lender) incurs as a result of or
      in connection with:

      (a)   any Event of Default or breach, by a party other than the Lender,
            of a Finance Document;

      (b)   any exercise or attempted exercise of any right, power or remedy
            under any Finance Document;

      (c)   the Mortgaged Property or the existence of any interest in or
            control, right, power or remedy with respect to the Mortgaged
            Property;

      (d)   any statement in, conduct relying on or omission or alleged omission
            from:

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Facility Agreement                                 Allens Arthur Robinson [LOGO]

            (i)   any information memorandum or loan proposal; or

            (ii)  any document or information prepared or authorised by the
                  Borrower,

            or any claim in respect of any of the above.

      (e)   a Loan requested in a Drawdown Notice not being provided for any
            reason (including failure to fulfil a condition precedent but
            excluding default by the Lender);

      (f)   the Lender receiving payments of principal in respect of any Loan
            before the last day of a Funding Period relating to the Loan or any
            period under clause 7 (MARKET DISTURBANCE) or clause 17 (INTEREST ON
            OVERDUE AMOUNTS) for any reason, including prepayment in accordance
            with this Agreement; or

      (g)   the Lender acting in connection with a Finance Document in good
            faith on facsimile instructions purporting to originate from the
            offices of the Borrower or to be given by an Authorised Officer of
            the Borrower.

      Without limitation the indemnity will cover any amount determined by the
      Lender to be incurred because of the liquidation or re-employment of
      deposits or other funds acquired or contracted for by the Lender to fund
      or maintain any Loan or amount (including loss of margin) and because of
      the termination or reversing of any agreement or arrangement entered into
      by the Lender to fix, hedge or limit its effective cost of funding or
      maintaining any Loan or amount.

19.   CURRENCY INDEMNITY

19.1  GENERAL

      The Borrower shall indemnify the Lender against any deficiency which
      arises whenever for any reason (including as a result of a judgment or
      order):

      (a)   the Lender receives or recovers an amount in one currency (the
            PAYMENT CURRENCY) in respect of an amount denominated under a
            Finance Document in another currency (the DUE CURRENCY); and

      (b)   the amount actually received or recovered by the Lender under its
            normal practice when it converts the Payment Currency into the Due
            Currency is less than the relevant amount of the Due Currency.

19.2  LIQUIDATION

      In the event of the Liquidation (or analogous process) of the Borrower,
      the Borrower shall indemnify the Lender against any deficiency resulting
      from any variation between:

      (a)   the exchange rate actually applied for the purposes of the
            Liquidation (or analogous process) in converting into another
            currency an amount expressed in one currency due or contingently
            owing under a Finance Document or under a judgment or order
            relating to a Finance Document; and

      (b)   the exchange rate at which the Lender in accordance with its normal
            practice would be able to purchase the last-mentioned currency with
            the first-mentioned

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Facility Agreement                                 Allens Arthur Robinson [LOGO]

            currency as at the final date or dates for the filing of proof or
            other claim in the Liquidation or the nearest available prior date
            including any premiums and costs of exchange payable in connection
            with the purchase.

19.3  REIMBURSEMENT

      Where an amount to be reimbursed or indemnified against under a Finance
      Document is denominated in a currency other than Australian dollars, if
      the Lender so requests, the Borrower shall reimburse or indemnify it
      against the amount of Australian dollars which the Lender certifies that
      it used to buy the relevant amount of the Other currency in accordance
      with its normal procedures. If the Lender does not so request, the
      Borrower shall reimburse or indemnify it in that other currency.

20.   EXPENSES

      The Borrower shall reimburse the Lender for its expenses in relation to:

      (a)   the preparation, execution and completion of the Finance Documents
            and any subsequent consent, agreement, approval, waiver or
            amendment; and

      (b)   (i)   any actual or contemplated enforcement of the Finance
                  Documents, or the actual or contemplated exercise,
                  preservation or consideration of any rights, powers or
                  remedies under the Finance Documents or in relation to the
                  Mortgaged Property; and

            (ii)  any enquiry by a Government Agency concerning any Relevant
                  Company or the Mortgaged Property or a transaction or activity
                  the subject of the Finance Documents or in connection with
                  which, financial accommodation or funds raised under a Finance
                  Document are used or provided.

      This includes legal costs and expenses (including in-house lawyers charged
      at their usual rates) on a full indemnity basis, expenses incurred in
      retaining consultants to evaluate matters of material concern to the
      Lender and administrative costs including time of its executives (whose
      time and costs are to be charged at reasonable rates).

21.   STAMP DUTIES AND GST

21.1  STAMP DUTIES

      (a)   The Borrower shall pay or reimburse the Lender for all stamp,
            transaction, registration and similar Taxes (including fines and
            penalties) on or in relation to the execution, delivery, performance
            or enforcement of any Finance Document or any payment, receipt or
            other transaction contemplated by any Finance Document.

      (b)   The Borrower shall indemnify the Lender against any liability
            resulting from delay or omission to pay those Taxes except to the
            extent the liability results from failure by the Lender to pay any
            Tax after having been put in funds (with all necessary documents) to
            do so by the Borrower.

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Facility Agreement                                 Allens Arthur Robinson [LOGO]

21.2  GST

      All payments to be made by the Borrower under or in connection with any
      Finance Document have been calculated without regard to GST.

      (a)   If all or part of any such payment is the consideration for a
            taxable supply for GST purposes then, when the Borrower makes the
            payment:

            (i)   it must pay to the Lender an additional amount equal to that
                  payment (or part) multiplied by the appropriate rate of GST
                  (currently 10%); and

            (ii)  the Lender will promptly provide to the Borrower a tax invoice
                  complying with the relevant GST legislation.

      (b)   Where under any Finance Document the Borrower is required to
            reimburse or indemnify for an amount, the Borrower will pay the
            relevant amount (including any sum in respect of GST) less any GST
            input tax credit the Lender determines that it is entitled to claim
            in respect of that amount.

22.   SET-OFF

      (a)   If an Event of Default subsists the Lender may apply any credit
            balance in any currency (whether or not matured) in any account of
            the Borrower with any branch of the Lender towards satisfaction of
            any sum then due and payable by the Borrower to the Lender under or
            in relation to any Finance Document. The Lender need not make the
            application.

      (b)   The Lender may exchange currencies to make that application.

23.   LIMITED RECOURSE

23.1  LIMIT AND RELEASE

      (a)   (LIMIT) Subject to clause 23.2 (EXCEPTIONS) and subject to paragaph
            (c), but despite any other provision of any Finance Document, the
            liability of the Borrower to the Lender under or in connection with
            the Finance Documents is limited to the total amount available to
            the Lender as a result of a realisation of the Mortgaged Property
            and the Deposit in accordance with the Finance Documents (after
            payment of enforcement costs etc).

      (b)   (RELEASE) The Lender waives all claims (including in respect of
            deceptive and misleading conduct) it may have against the Borrower
            under or in connection with the Finance Documents in respect of
            which the Borrower is not liable under paragraph (a).

      (c)   (DURATION OF LIMIT) Despite anything else in this clause 23:

            (i)   the limit referred to in paragraph (a) will only apply until
                  such time as the Borrower acquires or becomes unconditionally
                  entitled to acquire Shares pursuant to the Merger
                  Implementation Agreement; and

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Facility Agreement                                 Allens Arthur Robinson [LOGO]

            (ii)  after that dates, this clause 23 will be taken to no longer
                  apply to this Agreement.

23.2  EXCEPTIONS

      (a)   Nothing in clause 23.1 (LIMIT AND RELEASE) limits the liability of
            the Borrower in respect of any loss, cost or expense suffered or
            incurred by the Lender arising from the Borrower's fraud or
            negligence under or in connection with any Finance Document.

      (b)   Failure by the Borrower to pay all or any part of any amount due
            under or in connection with this Agreement does not of itself
            constitute fraud or negligence on its part.

23.3  UNRESTRICTED REMEDIES

      (a)   (CHARGES AND GUARANTEES) Subject to paragraph (b), nothing in clause
            23.1 (LIMIT AND RELEASE) limits the Lender in:

            (i)   exercising its rights or powers under this Agreement:

            (ii)  obtaining an injunction or other order to restrain any breach
                  of any Finance Document by any party; or

            (iii) obtaining declaratory relief.

      (b)   (LIMITED AGENCY) In exercising any right, power or remedy under this
            Agreement, neither the Lender nor any receiver, receiver and
            manager, agent or attorney appointed under this Agreement shall
            incur, or have the authority to incur, any liability on behalf of or
            for the account of the Borrower except a liability which is itself
            subject to the limitation in clause 23.1 (LIMIT AND RELEASE).

      (c)   (SECURED MONEY) For the purpose of determining the liability of the
            Borrower in relation to the Secured Money and the amount of Secured
            Money recoverable under any Security, the limit on the liability of
            the Borrower under clause 23.1 (LIMIT AND RELEASE) will be
            disregarded.

23.4  RESTRICTED REMEDIES

      Except as provided in clause 23.1(c) (DURATION OF LIMIT) and clause 23.3
      (UNRESTRICTED REMEDIES), the Lender shall not, in relation to any
      liability for which the Borrower is not liable under clause 23.1 (LIMIT
      AND RELEASE);

      (a)   (JUDGMENT) obtain a judgment for the payment of money or damages by
            the Borrower;

      (b)   (STATUTORY DEMAND) issue any demand under s459E(l) of the
            Corporations Act 2001 (or any analogous provision under any other
            law) against the Borrower;

      (c)   (WINDING UP) apply for the winding up of the Borrower;



      (d)   (EXECUTION) levy or enforce any distress or other execution to, on
            or against any asset of the Borrower;

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Facility Agreement                                 Allens Arthur Robinson [LOGO]

      (e)   (COURT APPOINTED RECEIVER) apply for the appointment by a court of a
            receiver to any of the assets of the Borrower; and

      (f)   (SET-OFF OR COUNTERCLAIM) exercise or seek to exercise any set-off
            or counterclaim against the Borrower,

      or take proceedings for any of the above and the Lender waives its rights
      in respect of those applications and proceedings.

24.   WAIVERS, REMEDIES CUMULATIVE

      (a)   No failure to exercise and no delay in exercising any right, power
            or remedy under any Finance Document operates as a waiver. Nor does
            any single or partial exercise of any right, power or remedy
            preclude any other or further exercise of that or any other right,
            power or remedy.

      (b)   The rights, powers and remedies provided to the Lender in the
            Finance Documents are in addition to, and do not exclude or limit,
            any right, power or remedy provided by law.

25.   SEVERABILITY OF PROVISIONS

      Any provision of any Finance Document which is prohibited or unenforceable
      in any jurisdiction is ineffective as to that jurisdiction to the extent
      of the prohibition or unenforceability. That does not invalidate the
      remaining provisions of that Finance Document nor affect the validity or
      enforceability of that provision in any other jurisdiction.

26.   SURVIVAL OF OBLIGATIONS

      (a)   (REPRESENTATIONS AND WARRANTIES) Each representation or warranty in
            a Finance Document survives the execution and delivery of the
            Finance Documents and the provision of financial accommodation.

      (b)   (INDEMNITY) Each indemnity, reimbursement or similar obligation in a
            Finance Document and clauses 11 (TAXATION) and 12 (CHANGE IN LAW):

            (i)   is a continuing, separate and independent obligation;

            (ii)  is payable on demand; and

            (iii) survives termination or discharge of the relevant Finance
                  Document and repayment of financial accommodation.

27.   MORATORIUM LEGISLATION

      To the full extent permitted by law all legislation which at any time
      directly or indirectly:

      (a)   lessens, varies or affects in favour of the Borrower any obligation
            under a Finance Document; or

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Facility Agreement                                 Allens Arthur Robinson [LOGO]

      (b)   delays, prevents or prejudicially affects the exercise by the Lender
            of any right, power or remedy conferred by a Finance Document,

      is excluded from the Finance Documents.

28.   ASSIGNMENTS

28.1  ASSIGNMENT BY BORROWER

      The Borrower may only assign or transfer any of its rights or obligations
      under this Agreement with the prior consent of the Lender.

28.2  ASSIGNMENT BY LENDER

      The Lender may assign or transfer all or any of its rights or obligations
      under the Finance Documents at any time if:

      (a)   any necessary prior Authorisation is obtained;

      (b)   except after an Event of Default has occurred the transferee or
            assignee is a Related Entity of the Lender or the Borrower has given
            its prior consent, which consent:

            (i)   must not be withheld unreasonably; and

            (ii)  will be taken to have been given if no response is received
                  within 15 days of the request for consent or if an Event of
                  Default subsists;

      (c)   except after an Event of Default has occurred in the case of a
            transfer of obligations, the transfer is effected by a novation in
            form and substance satisfactory to the Borrower; and

      (d)   except after an Event of Default has occurred the assignment or
            transfer does not incur any material additional cost to the
            Borrower.

28.3  DISCLOSURE

      The Lender may:

      (a)   without the consent of any Relevant Company, disclose to any ratings
            agency or Government Agency; or

      (b)   with the prior consent of the Borrower (who shall not unreasonably
            withhold that consent) disclose to a proposed assignee, transferee
            or sub-participant,

      any information which relates to any Relevant Company or Finance Document
      or was furnished in connection with the Finance Documents.

28.4  CHANGE OF LENDING OFFICE

      The Lender may change its Lending Office if it first notifies and consults
      with the Borrower.

28.5  NO INCREASED COSTS

      Despite anything to the contrary in this Agreement, if the Lender assigns
      its rights under this Agreement or changes its Lending Office (other than
      if the change is requested by the Borrower), the Borrower will not be
      required to pay any net increase in the total amount

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Facility Agreement                                 Allens Arthur Robinson [LOGO]

      of costs, Taxes, fees or charges which is a direct result of the
      assignment or change and of which the Lender or its assignee was aware or
      ought reasonably to have been aware on the date of the assignment or
      change.

29.   CONFIDENTIALITY

29.1  CONFIDENTIALITY

      Subject to the following sub-clause, the Lender will not disclose any
      unpublished information or documents supplied by any Relevant Company in
      connection with the Finance Documents which are specifically indicated by
      any Relevant Company to be confidential and are not in the public domain.

29.2  PERMITTED DISCLOSURE

      The Lender may disclose any confidential information or documents:

      (a)   in enforcing a Finance Document or in a proceeding arising out of or
            in connection with a Finance Document or to the extent that
            disclosure is regarded by the Lender as necessary to protect its
            interests;

      (b)   if required under a binding order of a Government Agency or under a
            procedure for discovery in any proceedings;

      (c)   if required under any law or any administrative guideline,
            directive, request or policy whether or not having the force of law
            and, if not having the force of law, the observance of which is in
            accordance with the practice of responsible bankers or financial
            institutions similarly situated;

      (d)   as required or permitted by any Finance Document;

      (e)   to a ratings agency and its advisers (on a "need to know" basis);

      (f)   to a trustee associated with any financing conduit and its advisers
            (on a "need to know" basis);

      (g)   to its legal advisers and its consultants; or

      (h)   with the prior consent of the Borrower.

29.3  SURVIVAL OF OBLIGATION

      This clause survives the termination of this Agreement.

30.   NOTICES

      All notices, requests, demands, consents, approvals, agreements or other
      communications to or by a party to this Agreement:

      (a)   must be in writing signed by an Authorised Officer of the sender;
            and

      (b)   will be taken to be given or made when delivered, received or left
            at the address or fax number of the recipient shown in schedule 1 or
            to any other address or fax number which it may have notified the
            sender but, if delivery or receipt is on a day

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Facility Agreement                                 Allens Arthur Robinson [LOGO]

            on which business is not generally carried on in the place to which
            the communication is sent or is later than 4pm (local time), it will
            be taken to have been given or made at the commencement of business
            on the next day on which business is generally carried on in that
            place.

31.   AUTHORISED OFFICERS

      The Borrower irrevocably authorises the Lender to rely on a certificate by
      a person purporting to be its director or secretary as to the identity and
      signatures of its Authorised Officers. The Borrower warrants that those
      persons have been authorised to give notices and communications under or
      relating to the Finance Documents.

32.   CONSENTS AND OPINIONS

      Except where expressly stated the Lender may give or withhold, or give
      conditionally, approvals and consents, may be satisfied or unsatisfied,
      may form opinions, and may exercise its rights, powers and remedies, at
      its absolute discretion.

33.   GOVERNING LAW AND JURISDICTION

33.1  GOVERNING LAW

      This Agreement is governed by the laws of Victoria. The Borrower submits
      to the non-exclusive jurisdiction of courts exercising jurisdiction there.

33.2  JURISDICTION

      With respect to any legal action or proceedings relating to a Finance
      Document or any transaction contemplated in a Finance Document (each, a
      RELEVANT ACTION), the Borrower irrevocably:

      (a)   submits to and accepts, for itself and in respect of its assets,
            generally and unconditionally the non-exclusive jurisdiction of any
            of the courts of Australia or any of its states or territories
            selected by the Lender; and

      (b)   waives any objection to the venue and any claim that the Relevant
            Action has been brought in an inconvenient forum.

34.   COUNTERPARTS

      This Agreement may be executed in any number of counterparts. All
      counterparts together will be taken to constitute one instrument.

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35.   ACKNOWLEDGEMENT BY BORROWER

      The Borrower confirms that:

      (a)   it has not entered into any Finance Document in reliance on, or as a
            result of, any statement or conduct of any kind of or on behalf of
            the Lender or any Related Entity of the Lender (including any
            advice, warranty, representation or undertaking); and

      (b)   neither the Lender nor any Related Entity of the Lender is obliged
            to do anything (including disclose anything or give advice),

      except as expressly set out in the Finance Documents.

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Facility Agreement                                 Allens Arthur Robinson [LOGO]

SCHEDULE 1

NOTICE DETAILS

BORROWER

Lihir Australian Holdings Pty Ltd

Address:     Level 9, 500 Queen Street, Brisbane QLD 4000

Fax number:  (07) 3318 9203

Email:       Paul.Fulton@Lihir.com.pg

Attention:   Chief Financial Officer

PARENT

Lihir Gold Limited

Address:     Level 9, 500 Queen Street, Brisbane QLD 4000

Fax number:  (07) 3318 9203

Email:       Paul.Fulton@Lihir.com.pg

Attention:   Chief Financial Officer

LENDER

Australia and New Zealand Banking Group Limited

Address:     Level 17, 530 Collins Street, Melbourne VIC 3000

Fax number:  (03) 9273 3670

Attention:   Prasanna Thilakaratne

                                                                         Page 48

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Facility Agreement                                 Allens Arthur Robinson [LOGO]

SCHEDULE 2

FACILITY

<TABLE>
<CAPTION>
LENDER                           TRANCHE      COMMITMENT FOR TRANCHE (A$)
<S>                              <C>          <C>
Australia and New                Tranche A            45,000,000
Zealand Banking Group Limited    Tranche B             5,000,000
                                                      ----------
                                 TOTAL                50,000,000
ABN 11 005 357 522
</TABLE>

                                                                         Page 49

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Facility Agreement                                 Allens Arthur Robinson [LOGO]

EXECUTED as an agreement

Each attorney executing this Agreement states that he has no notice of
revocation or suspension of his power of attorney.

EXECUTED in accordance with s127 of the
Corporations Act by LIHIR AUSTRALIAN
HOLDINGS PTY LIMITED ACN 121 554 443

/s/ A Hood                                /s/ G Folland
---------------------------------------   --------------------------------------
Director Signature                        Director/Secretary Signature

A Hood                                    G Folland
---------------------------------------   --------------------------------------
Print Name                                Print Name

SIGNED for AUSTRALIA AND NEW ZEALAND
BANKING GROUP LIMITED ABN 11 005 357
522 by its attorney

/s/ Feliciky Bridges                      /s/ C. S. Tonkin
---------------------------------------   --------------------------------------
Witness Signature                         Attorney Signature

Feliciky Bridges                          C. S. Tonkin
---------------------------------------   --------------------------------------
Print Name                                Print Name

                                                                         Page 50
<PAGE>
Facility Agreement                                 Allens Arthur Robinson [LOGO]

ANNEXURE A

DRAWDOWN NOTICE

TO:     Australia and New Zealand Banking Group Limited

        [address]

LIHIR AUSTRALIAN HOLDINGS PTY LIMITED -- DRAWDOWN NOTICE NO [*]

This is an irrevocable notice under clause 3 of the Facility Agreement dated [*]
(the FACILITY AGREEMENT).

(1) We wish to [draw][continue an existing drawing] under the Facility on [*]
(the DRAWDOWN DATE).

      NOTE: DATE IS TO BE A BUSINESS DAY.

(2) The total principal amount to be [drawn][continued as a drawing] is [*].

      NOTE: AMOUNT TO COMPLY WITH THE LIMITS IN CLAUSE 2.

(3) Particulars of each Loan of the Facility to be [drawn/continued] are as
follows:

               FACILITY       PRINCIPAL AMOUNT         FUNDING PERIOD
                              (STATED IN
                              AUSTRALIAN DOLLARS)

                 [*]                   [*]                   [*]

      NOTE; AMOUNTS TO COMPLY WITH CLAUSE 3. LENGTH OF FUNDING PERIOD TO COMPLY
      WITH CLAUSE 4.

(4) Please remit the proceeds to account number [*] at [*] (NOTE: FOR NEW
DRAWING).

(5) We represent and warrant as follows.

      (a)   [Except as disclosed in paragraph (c)] the representations and
            warranties in the Facility Agreement are true as though they had
            been made at the date of this Drawdown Notice and the Drawdown Date
            specified above in respect of the facts and circumstances then
            subsisting.

      (b)   [Except as disclosed in paragraph (c)] no Event of Default or
            Potential Event of Default subsists or will result from the drawing.

      [(c)  Details of the exceptions to paragraphs (a) and (b) are as follows:
            [*], and we [have taken/propose] the following remedial action [*].]

            NOTE: INCLUSION OF A STATEMENT UNDER PARAGRAPH (C) WILL NOT
            PREJUDICE THE CONDITIONS PRECEDENT IN THE AGREEMENT

Definitions in the Facility Agreement apply in this Drawdown Notice.

On behalf of LIHIR AUSTRALIAN HOLDINGS PTY LIMITED

By: [Authorised Officer]

Dated [*]

                                                                         Page 51

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Facility Agreement                                 Allens Arthur Robinson [LOGO]

ANNEXURE B

VERIFICATION CERTIFICATE

NOTE:  TO BE SIGNED BY A SECRETARY OR DIRECTOR OF THE RELEVANT COMPANY.

TO:  AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED [*]

A$ 50,000,000 FACILITY FOR LIHIR AUSTRALIAN HOLDINGS PTY LIMITED

I am a [secretary | director] of [*] (the COMPANY).

I refer to the Facility Agreement dated [*] (the FACILITY AGREEMENT) between the
Company and [*].

Definitions in the Facility Agreement apply in this Certificate.

Attached are complete copies of the following.

(a)   Any power of attorney under which the Company executed any Finance
      Document to which it is expressed to be a party relating to the above
      facility. Extracts of minutes of a meeting of directors of the Company
      authorising the execution.

(b)   Extracts of minutes of a meeting of all members of the Company authorising
      execution.

(c)   A certificate of incorporation and constituent documents for the Company,
      if they are not already held by the Lender.

(d)   Specimen signatures of all those authorised to give drawdown and other
      notices for the Company or to sign the Finance Documents.

If any of the documents in paragraph (c) are already held by the Lender, I
confirm[ they are complete and up-to-date][ the attached amendments are all
subsequent amendments to them].

The Company is solvent. It is not prevented by Chapter 2E or any other provision
of the Corporations Act 2001 from entering into and performing any of those
agreements or securities.

The Company is not a "small business" (as that term is defined in the Code of
Banking Practice (2003) (the CODE)) in relation to the "banking services" (as
that term is defined in the Code) provided under the Finance Documents and
therefore the Code does not apply to those banking services.

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[Secretary | Director]

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