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                                                                    Exhibit 2(b)



MALLESONS STEPHEN JAQUES

Refinancing Coordination

Deed 2005

Dated 13 September 2005

Lihir Gold Limited ("BORROWER")
ABN AMRO Australia Limited ("EXISTING FACILITY AGENT", "NEW FACILITY
AGENT" and "SECURITY TRUSTEE")
Each person named in schedule 1 ("EXISTING FINANCIERS")
ABN AMRO Bank N.V. ("HEDGE COORDINATION BANK")

MALLESONS STEPHEN JAQUES
Level 60
Governor Phillip Tower
1 Farrer Place
Sydney NSW 2000
Australia
T +61 2 9296 2000
F +61 2 9296 3999
DX 113 Sydney
www.mallesons.com
Ref: YC:MYT 02-5128-4492

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REFINANCING COORDINATION DEED 2005

Contents

<TABLE>
<S>                                                                           <C>
DETAILS                                                                        1
GENERAL TERMS                                                                  3

1   DEFINITIONS AND INTERPRETATION                                             3
1.1 Definitions                                                                3
1.2 Interpretation                                                             5
1.3 Headings                                                                   6
1.4 Cross-referred definitions                                                 6
1.5 Transaction Documents                                                      6
1.6 Capacity of Security Trustee                                               6
1.7 Consideration                                                              6

2   REFINANCING MECHANICS                                                      6
2.1 Prepayment of Outstanding Bank Debt                                        6
2.2 Conversion of Gold Advance                                                 7
2.3 Direction to pay                                                           7
2.4 Hedging Contracts                                                          8

3   RELEASE AND TERMINATION                                                    8
3.1 Release and termination of Existing SFA                                    8
3.2 Termination of Existing SFA                                               10
3.3 Existing Facility Agent and Security Trustee                              10

4   ACKNOWLEDGMENTS AND CONSENTS                                              10
4.1 Further assurance                                                         10
4.2 Existing Facility Agent and Security Trustee                              10

5   REPRESENTATIONS AND WARRANTIES                                            10

6   COSTS AND EXPENSES                                                        11
6.1 Costs                                                                     11
6.2 Indirect Tax gross up                                                     11
6.3 Refund                                                                    12

7   NOTICES                                                                   12
7.1 Notices                                                                   12
7.2 When effective                                                            12
7.3 When received                                                             12

8   GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS                        12

9   COUNTERPARTS                                                              13

SCHEDULE 1 - EXISTING FINANCIERS                                              14
SIGNING PAGE                                                                  16
</TABLE>


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REFINANCING COORDINATION DEED 2005

Details

INTERPRETATION - definitions set out in clause 1.1 ("Definitions")

<TABLE>
<CAPTION>
               BORROWER, EXISTING FACILITY AGENT, NEW FACILITY AGENT, SECURITY
PARTIES        TRUSTEE, EXISTING FINANCIERS AND HEDGE COORDINATION BANK
-------        -----------------------------------------------------------------
<S>            <C>
BORROWER       Name      LIHIR GOLD LIMITED

               ARBN      069 803 998 (Company No 1-23423)
                         incorporated in Papua New Guinea

               Address   Level 7
                         Pacific Place
                         Cnr Champion Parade and Musgrave Street
                         Port Moresby
                         Papua New Guinea

               Fax       +67 5 986 4018

               Attention General Manager Financial and Commercial
                         and Chief Financial Officer

EXISTING       Name      ABN AMRO AUSTRALIA LIMITED
FACILITY
AGENT          Capacity  As agent for the Existing Financiers under the
                         Existing SFA

               ABN       78 000 862 797

               Address   Level 26, ABN AMRO Tower
                         88 Phillip Street
                         Sydney  NSW  2000

               Fax       +61 2 8259 5499

               Attention Margaret Martin

NEW            Name      ABN AMRO AUSTRALIA LIMITED
FACILITY
AGENT          Capacity  As agent for the New Financiers under the
                         New SFA (including in their capacity as New
                         Hedge Counterparties)

               ABN       78 000 862 797

               Address   Level 26, ABN AMRO Tower
                         88 Phillip Street
                         Sydney  NSW 2000
</TABLE>


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<TABLE>
<S>            <C>
               Fax       +61 2 8259 5499

               Attention Margaret Martin

SECURITY       Name      ABN AMRO AUSTRALIA LIMITED
TRUSTEE
               Capacity  As trustee of the Lihir Gold Security Trust
                         established under the Security Trust Deed

               ABN       78 000 862 797

               Address   Level 26, ABN AMRO Tower
                         88 Phillip Street
                         Sydney NSW  2000

               Fax       +61 2 8259 5499

               Attention Margaret Martin

EXISTING       Each person named in schedule 1
FINANCIERS

HEDGE          Name      ABN AMRO BANK N.V.
COORDINATION
BANK           ARBN      079 478 612

               Address   Level 20, ABN AMRO Tower
                         88 Phillip Street
                         Sydney  NSW   2000

               Fax       +61 2 8259 5438

               Attention Jonathan Hyde and Charles Dowsett

RECITALS       The parties have agreed to take certain steps and to provide for
               certain acts, matters and things to occur in relation to entering
               into the New SFA and the refinancing by the Borrower of the
               existing bank debt under the Existing SFA, including the
               mechanics for achieving the refinancing and the retirement of the
               Existing Facility Agent on the terms set out in this deed.

DATE OF        See Signing page
AGREEMENT
</TABLE>


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REFINANCING COORDINATION DEED 2005

General terms

1    DEFINITIONS AND INTERPRETATION

1.1  DEFINITIONS

     The following words have these meanings in this deed unless the contrary
     intention appears:

     BUSINESS DAY means a day on which banks are open for general banking
     business in Sydney, New York, London and Port Moresby (not being a
     Saturday, Sunday or public holiday in that place).

     DESIGNATED DATE means the date notified by the Borrower to be the proposed
     date for first drawdown under the New SFA.

     EFFECTIVE TIME means that time on the Designated Date (or one Business Day
     thereafter), when both the Existing Facility Agent and the Hedge
     Coordination Bank have made the notifications under clause 2.3 that the
     amounts referred to in clauses 2.3(a) and 2.3(c) have been received into
     their respective accounts.

     EXISTING BENEFICIARIES means each of the beneficiaries under the Security
     Trust Deed immediately prior to the Effective Time.

     EXISTING FACILITY AGENT ACCOUNT means the Existing Facility Agent's US
     dollar account at:

     ABN AMRO Bank N.V., New York
     Account Number: 673-001-086342 (OBU)
     Account Name: ABN AMRO Australia Limited USD A/c
     Swift details: ABNAAU2S-OBU
     CHIPS UID: 219693

     EXISTING FINANCIER means each financier under the Existing SFA.

     EXISTING SFA means the agreement entitled "Syndicated Facility Agreement"
     dated 22 November 2000 between the Borrower, the Existing Facility Agent
     and ABN AMRO Bank N.V. and others (as amended).

     FORCE MAJEURE has the meaning given in the New SFA.

     GOLD has the meaning given in the New SFA.

     GOLD ADVANCE means the quantity of Gold to be delivered or intended to be
     advanced to the Borrower pursuant to a drawdown notice under the GLF.

     GOLD FACILITY PROPORTION has the meaning given in the New SFA.

     GOLD SALE PROCEEDS means the proceeds of sale of the quantity of Gold equal
     to the Gold Advance actually credited into the New Facility Agent's


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     Unallocated Bullion Account on the Designated Date, such proceeds of sale
     being calculated by reference to the Gold spot price (two day value)
     applying 2 Business Days prior to the Designated Date.

     GLF means the gold loan facility under the New SFA.

     HEDGE RESTRUCTURE AMOUNT means US$60,000,000 (being the amount calculated
     at a Gold spot price of US$435 per Ounce) as adjusted by agreement between
     the Borrower and the New Facility Agent to reflect any fluctuation in the
     Gold spot price, to be paid by the Borrower to the Hedge Coordination Bank
     on the Designated Date in accordance with clause 2.3(c) of this deed.

     HEDGING SIDE LETTER means the letter so described between the Hedge
     Coordination Bank and the Borrower dated on or about the date of this deed
     which sets out, inter alia, the steps relating to the hedge restructure to
     take place at the Effective Time.

     INDIRECT TAX means any goods and services tax, consumption tax, value added
     tax or any tax of a similar nature under any law of any jurisdiction.

     LIHIR GOLD SECURITY TRUST DEED means the deed entitled "Lihir Gold Security
     Trust Deed" dated 22 November 2000 between the Borrower, the Existing
     Facility Agent, the Security Trustee and others as amended from time to
     time.

     LONDON GOLD PRICE has the meaning given in the New SFA.

     NEW FACILITY AGENT'S UNALLOCATED BULLION ACCOUNT means the New Facility
     Agent's unallocated bullion account at:

     JP Morgan Chase Bank, London
     Account Number: 729
     Account Name: ABN AMRO Bank NV, Australia Branch OBU

     NEW FACILITY AGENT'S US DOLLAR ACCOUNT means the New Facility Agent's US
     dollar account at:

     ABN AMRO Bank N.V., New York
     Account Number: 673-001-086342 (OBU)
     Account Name: ABN AMRO Australia Limited USD A/c
     Swift details: ABNAAU2S-OBU
     CHIPS UID: 219693

     NEW FINANCIER means each financier named in schedule 1 of the New SFA.

     NEW HEDGE COUNTERPARTY means each hedge counterparty who enters into a
     novation agreement on or about the date of this deed with the Borrower and
     the Hedge Coordination Bank as regards the Restructure Hedge Transactions.

     NEW SFA means the agreement entitled "Syndicated Facilities Agreement"
     dated on or about the date of this deed between the Borrower, the New
     Facility Agent and others.


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     NOVATION AGREEMENT means a novation agreement dated on or about the date of
     this agreement between the Hedge Coordination Bank (as Substitute Party),
     an Existing Financier (as Continuing Party) and the Borrower (as Retiring
     Party) in connection with existing gold hedge transactions between that
     Existing Financier and the Borrower.

     OFF-SHORE ACCOUNT has the meaning given in the New SFA.

     OUTSTANDING BANK DEBT means the Secured Money outstanding under the
     Existing SFA on the Designated Date immediately before the Effective Time
     and includes without limitation all amounts under the Existing SFA in the
     nature of:

     (a)  principal and interest, including default interest (if applicable);

     (b)  outstanding fees (including under clauses 5.1 ("Commitment fees"), 5.3
          ("Agency fee"), 5.4 ("PRI Premium") and 5.5 ("LC fee") under the
          Existing SFA; and

     (c)  break costs (if applicable).

     PRI PREMIUM has the meaning given in the New SFA.

     RELEVANT TIME means the time occurring immediately after the release under
     clause 3 has taken effect.

     RESTRUCTURE HEDGE TRANSACTIONS means the restructure hedges, the terms and
     conditions of which have been agreed between the Hedge Coordination Bank
     and the Borrower and specified in the Hedging Side Letter.

     SECURED MONEY has the meaning given in the Security Trust Deed.

1.2  INTERPRETATION

     In this deed unless the contrary intention appears:

     (a)  a reference to this deed or another instrument includes any variation
          or replacement of any of them;

     (b)  a reference to a statute, ordinance, code or other law includes
          regulations and other instruments under it and consolidations,
          amendments, re-enactments or replacements of any of them;

     (c)  the singular includes the plural and vice versa;

     (d)  a reference to a person includes a reference to the person's
          executors, administrators, successors, substitutes (including, without
          limitation, persons taking by novation) and assigns;

     (e)  an agreement, representation or warranty in favour of two or more
          persons is for the benefit of them jointly and severally;

     (f)  a reference to any thing (including, without limitation, any amount)
          is a reference to the whole and each part of it and a reference to a
          group


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          of persons is a reference to all of them collectively, to any two or
          more of them collectively and to each of them individually; and

     (g)  the words "including", "for example" or "such as" do not limit the
          meaning of the words to which the example relates to that example or
          examples of a similar kind.

1.3  HEADINGS

     Headings are inserted for convenience and do not affect the interpretation
     of this deed.

1.4  CROSS-REFERRED DEFINITIONS

     Words which have a defined meaning in the Existing SFA have the same
     meaning in this deed unless otherwise defined in this deed.

1.5  TRANSACTION DOCUMENTS

     This deed is a Transaction Document for the purposes of the Existing SFA.

1.6  CAPACITY OF SECURITY TRUSTEE

     (a)  The Security Trustee enters into this deed solely in its capacity as
          trustee of the trust constituted under the Security Trust Deed and any
          rights which a party may have against the Security Trustee under or in
          respect of this deed are not against the Security Trustee personally
          but against the Security Trustee solely in its capacity as trustee of
          the trust constituted under the Security Trust Deed. The Security
          Trustee may not be called on or be liable to satisfy any such rights.

     (b)  The Security Trustee confirms that each of the Existing Beneficiaries
          has authorised the Security Trustee to enter into this deed and has
          consented to the Security Trustee giving the consents given by the
          Security Trustee in this deed.

1.7  CONSIDERATION

     Each party to this deed acknowledges incurring obligations and giving
     rights under this deed for valuable consideration received from each other
     party.

2    REFINANCING MECHANICS

2.1  PREPAYMENT OF OUTSTANDING BANK DEBT

     (a)  Despite any contrary provision in the Existing SFA, the Existing
          Facility Agent and the Existing Financiers agree that the Borrower may
          prepay, without premium or penalty, the Outstanding Bank Debt on the
          Designated Date if it gives at least two Business Days' notice to the
          Existing Facility Agent (or such shorter period that the Existing
          Facility Agent may agree).


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     (b)  On receipt of the notice referred to in clause 2.1(a), the Existing
          Facility Agent agrees promptly to notify the Borrower and the New
          Facility Agent of the amount of the Outstanding Bank Debt.

2.2  CONVERSION OF GOLD ADVANCE

     Subject to the first paragraph of clause 3.1, at the same time as the
     Borrower notifies the New Facility Agent of the proposed date for first
     drawdown under the New SFA, the Borrower irrevocably authorises and
     directs:

     (a)  the New Facility Agent and each New Financier, and the New Facility
          Agent and each New Financier agrees, to credit in Gold its Gold
          Facility Proportion of the Gold Advance into the New Facility Agent's
          Unallocated Bullion Account on the Designated Date;

     (b)  the Hedge Coordination Bank, and the Hedge Coordination Bank agrees,
          to arrange on behalf of the Borrower, the sale of the quantity of Gold
          equal to the Gold Advance actually credited to the New Facility
          Agent's Unallocated Bullion Account in accordance with paragraph (a)
          (such sale referred to as the "GOLD SALE") and the deposit of the Gold
          Sale Proceeds into the New Facility Agent's US Dollar Account, such
          that the Gold Sale Proceeds are available to the New Facility Agent to
          make the payments referred to in clause 2.3 on the Designated Date;
          and

     (c)  the New Facility Agent, and the New Facility Agent agrees, to credit
          Gold (but not in an amount exceeding the quantity of Gold equal to the
          Gold Advance actually credited to the New Facility Agent's Unallocated
          Bullion Account), in settlement of the Gold Sale, from the New
          Facility Agent's Unallocated Bullion Account to the account of the
          Hedge Coordination Bank, upon payment of the Gold Sale Proceeds into
          the New Facility Agent's US Dollar Account.

2.3  DIRECTION TO PAY

     Subject to the first paragraph of clause 3.1, the Borrower irrevocably
     authorises and directs the New Facility Agent to pay, on the Designated
     Date, and the New Facility Agent agrees to pay, on the Designated Date,
     from the Gold Sale Proceeds held in the New Facility Agent's US Dollar
     Account:

     (a)  (OUTSTANDING BANK DEBT) an amount equal to the Outstanding Bank Debt
          directly into the Existing Facility Agent Account which the Existing
          Facility Agent will pay to the Existing Financiers in accordance with
          the Existing SFA. The Existing Facility Agent agrees to notify the
          Borrower and the New Facility Agent immediately it is aware that all
          of the funds referred to in this paragraph have been received into the
          Existing Facility Agent Account;

     (b)  (FEES AND COSTS) any upfront fees and costs, to be paid by the
          Borrower in connection with the New SFA, including PRI Premium;

     (c)  (HEDGE RESTRUCTURE AMOUNT) the Hedge Restructure Amount to the Hedge
          Coordination Bank which the Hedge Coordination Bank will apply in
          accordance with the terms of the Hedging Side Letter. The


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          Hedge Coordination Bank agrees to notify the Borrower and the New
          Facility Agent immediately it is aware that all of the funds referred
          to in this paragraph have been received into its account; and

     (d)  (OFFSHORE ACCOUNT) the balance of the Gold Sale Proceeds, after the
          payments in (a), (b) and (c) above, into the Borrower's USD Off-shore
          Account.

2.4  HEDGING CONTRACTS

     Effective as at the Effective Time:

     (a)  the Hedge Coordination Bank and the Borrower are deemed to have
          entered into the overlay hedge transactions on the terms set out in
          the Hedging Side Letter;

     (b)  to the extent that an Existing Financier enters into a Novation
          Agreement, the novation of the existing gold hedge transactions
          between that Existing Financier and the Borrower will occur under the
          terms of that Novation Agreement and the overlay hedge transactions
          corresponding to such novated existing gold hedge transactions are
          cancelled, pursuant to the Hedging Side Letter;

     (c)  to the extent that an Existing Financier does not enter into a
          Novation Agreement, no novation of the existing gold hedge
          transactions between that Existing Financier and the Borrower will
          occur and the overlay hedge transactions corresponding to the existing
          gold hedge transactions that are not novated remain in place, pursuant
          to the terms of the Hedging Side Letter;

     (d)  the Hedge Coordination Bank's gold hedge transactions existing at the
          date of this agreement and such of the overlay hedge transactions
          entered into under paragraph (a) which correspond to the Hedge
          Coordination Bank's existing gold hedge transactions are cancelled
          pursuant to the Hedging Side Letter;

     (e)  the Hedge Coordination Bank and the Borrower are deemed to have
          entered into the Restructure Hedge Transactions; and

     (f)  the novation of the Restructure Hedge Transactions will occur under
          the terms of the novation agreements dated on or about the date of
          this deed between the Borrower (as Continuing Party), the Hedge
          Coordination Bank (as Retiring Party) and each relevant New Hedge
          Counterparty (as Substitute Party).

3    RELEASE AND TERMINATION

3.1  RELEASE AND TERMINATION OF EXISTING SFA

     The Existing Facility Agent, the New Facility Agent and the Hedge
     Coordination Bank must not undertake any of the steps or actions set out in
     clauses 2 or 3 (other than clause 2.1) until they are satisfied that any
     such step or action can be completed in full on the Designated Date.


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     On and from the Effective Time, each of the Existing Facility Agent, the
     Existing Financiers and the Security Trustee irrevocably and
     unconditionally releases the Borrower from all liability and obligations
     under the Existing SFA.

     If the Effective Time does not occur on the Designated Date the parties
     agree to undertake any of the steps or actions set out in clauses 2 or 3
     that have not been completed on the next Business Day (or if an event of
     Force Majeure (including a payment system or Gold market disruption) is
     continuing, the first Business Day the Hedge Coordination Bank determines
     each of the steps or actions set out in clause 2 or 3 can be completed in
     full).

     If the Effective Time does not occur on the Designated Date or one Business
     Day thereafter:

     (a)  subject to (c), the Borrower shall have no liability to the Existing
          Financiers, the New Financiers or the Hedge Coordination Bank for any
          losses, costs and expenses suffered by any of them as a result of the
          Effective Time not occurring on the Designated Date;

     (b)  the Existing Facility Agent, the New Facility Agent and the Hedge
          Coordination Bank shall indemnify the Borrower for reasonable losses,
          expenses and costs it incurs under or in connection with any
          Transaction Document referred to in the Existing SFA or the New SFA,
          as a result of the Effective Time not so occurring on the Designated
          Date, due to an act or omission of the Existing Facility Agent, New
          Facility Agent or Hedge Coordination Bank, but not if:

          (i)  the Facility Agent, New Facility Agent or Hedge Coordination Bank
               is unable to act or entitled to act in a particular manner, or
               refrain from acting due to an event of Force Majeure (including a
               payment system or Gold market disruption); or

          (ii) the Borrower has not satisfied the conditions set out in clause
               3.2 ("Conditions precedent to drawing of an RCF Advance or the
               Gold Advance") of the New SFA; and

     (c)  due to:

          (i)  an event of Force Majeure (including a payment system or Gold
               market disruption); or

          (ii) the Borrower not satisfying the conditions set out in clause 3.2
               ("Conditions precedent to drawing of an RCF Advance or the Gold
               Advance") of the New SFA,

          the Borrower shall indemnify the Existing Financiers, New Financiers
          and the Hedge Coordination Bank for reasonable losses, expenses and
          costs incurred under or in connection with any Transaction Document
          referred to in the Existing SFA or the New SFA as a result of the
          Effective Time not occurring on the Designated Date.


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3.2  TERMINATION OF EXISTING SFA

     The Existing SFA is terminated at the Relevant Time (without prejudice to
     any accrued right or obligation).

3.3  EXISTING FACILITY AGENT AND SECURITY TRUSTEE

     On and from the Relevant Time, each of the Existing Facility Agent and the
     Security Trustee is fully discharged (without prejudice to any accrued
     right or obligation) from any further duty or obligation under the Existing
     SFA.

4    ACKNOWLEDGMENTS AND CONSENTS

4.1  FURTHER ASSURANCE

     Each party agrees to execute all documents and do everything necessary or
     appropriate to give effect to the transactions contemplated by this deed
     (including execution and registration of release forms at the relevant
     registries of any applicable jurisdiction).

4.2  EXISTING FACILITY AGENT AND SECURITY TRUSTEE

     Each of the Existing Facility Agent, the Existing Financiers and the
     Security Trustee (on behalf of all Existing Beneficiaries), consents to the
     Borrower entering into the New SFA and the other transaction documents
     relating to it on or about the date of this deed (including granting
     Security Interests in favour of the Security Trustee) subject to the
     Effective Time occurring within 45 Business Days of the date of execution
     of the New SFA and confirm that the entry into such documents will not
     constitute a breach of, or an Event of Default under, any Transaction
     Document existing prior to the Effective Time.

5    REPRESENTATIONS AND WARRANTIES

     Each party makes the following representations and warranties for the
     benefit of each other party:

     (a)  (STATUS) it is a corporation validly existing under the laws of the
          place of its incorporation;

     (b)  (POWER) it has the power (and in the case of the Existing Facility
          Agent, and the Security Trustee, it has the Existing Financiers, or
          the Existing Beneficiaries, as applicable, authorisation) to enter
          into and perform its obligations under this deed and to carry out the
          transactions contemplated under it;

     (c)  (CORPORATE AUTHORISATIONS) it has taken all necessary corporate action
          to authorise the entry into and performance of this deed and to carry
          out the transactions contemplated under it; and

     (d)  (DOCUMENTS BINDING) this deed is its valid and binding obligation
          enforceable in accordance with its terms, subject to any necessary
          stamping, registration, equitable remedies and statutes of limitation.


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6    COSTS AND EXPENSES

6.1  COSTS

     The Borrower agrees to pay or reimburse each other party on demand for:

     (a)  their reasonable costs, charges and expenses in connection with the
          negotiation, preparation, execution, stamping, registration and
          completion of this deed; and

     (b)  their reasonable costs, charges and expenses in connection with any
          consent, waiver, variation, release, assignment, discharge or
          production of title documents or termination of any agreement in
          connection with this deed or any secured property (including any
          funding and hedging break costs pursuant to the relevant Transaction
          Document); and

     (c)  all transaction taxes, stamp duties, duties, levies, imposts, charges,
          fees (including, without limitation, registration fees) and fines and
          penalties in respect of fees, which may be payable or determined to be
          payable in connection with this deed or a payment or receipt or any
          other transaction contemplated by this deed,

     including in each case, without limitation, reasonable legal costs and
     expenses on a full indemnity basis or solicitor and own client basis,
     whichever is the higher, and all applicable goods and services, or value
     added, taxes.

6.2  INDIRECT TAX GROSS UP

     All payments or deliveries of Gold to be made by the Borrower under or in
     connection with any Transaction Document have been calculated without
     regard to Indirect Tax. If all or part of any such payment or delivery of
     Gold is the consideration for a taxable supply or chargeable with Indirect
     Tax (an "INDIRECTLY TAXABLE PAYMENT OR DELIVERY") then, when the Borrower
     makes the payment or delivers the Gold:

     (a)  it must pay to the Existing Facility Agent or New Facility Agent (as
          applicable) an additional amount equal to that payment or delivery of
          Gold (or part) multiplied by the appropriate rate of Indirect Tax; and

     (b)  the Existing Facility Agent or New Facility Agent (as applicable) will
          promptly provide to the Borrower a tax invoice complying with the
          relevant law relating to that Indirect Tax.

     Where a Transaction Document requires the Borrower to reimburse an Existing
     Financier or New Financier (as applicable) for any costs or expenses, that
     Borrower shall also at the same time pay and indemnify that Existing
     Financier or New Financier against all Indirect Tax incurred by that
     Existing Financier or New Financier in respect of the costs or expenses
     save to the extent that that Existing Financier or New Financier is
     entitled to repayment or credit in respect of the Indirect Tax. The
     Existing Financier or New Financier will promptly provide to the Borrower a
     tax invoice complying with the relevant law relating to that Indirect Tax.


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6.3  REFUND

     This clause 6.3 applies if the actual amount of Indirect Tax paid or
     payable by an Existing Financier or New Financier (as applicable) on an
     Indirectly Taxable Payment or Delivery made in connection with this
     agreement is less than the amount paid by the Borrower under clause 6.2. In
     that case, the Existing Financier or New Financier (as the case may be)
     agrees to refund the difference to the Borrower. The relevant Existing
     Financier or New Financier agrees to make the refund promptly after the
     actual amount of Indirect Tax on the Indirectly Taxable Payment or Delivery
     is paid or can be clearly ascertained by the applicable Existing Financier
     or New Financier.

7    NOTICES

7.1  NOTICES

     A notice, approval, consent or other communication in connection with this
     deed:

     (a)  may be given by an authorised officer of the relevant party; and

     (b)  must be in writing unless otherwise expressly provided for under this
          agreement; and

     (c)  must be left at the address of the addressee or sent by prepaid
          ordinary post (airmail if posted to or from a place outside Australia)
          to the address of the addressee or sent by facsimile to the facsimile
          number of the addressee specified in the Details or if the addressee
          notifies another address or facsimile number then to that address or
          facsimile number.

7.2  WHEN EFFECTIVE

     Unless a later time is specified in it a notice, approval, consent or other
     communication takes effect from the time it is received.

7.3  WHEN RECEIVED

     A letter or facsimile is taken to be received:

     (a)  in the case of a posted letter, on the third (seventh, if posted to or
          from a place outside Australia) day after posting; and

     (b)  in the case of a facsimile, on production of a transmission report by
          the machine from which the facsimile was sent which indicates that the
          facsimile was sent in its entirety to the facsimile number of the
          recipient notified for the purposes of this clause.

8    GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS

     (a)  This deed is governed by the law in force in New South Wales.


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                               12 September 2005

<PAGE>

     (b)  Each party irrevocably and unconditionally submits to the non-
          exclusive jurisdiction of the courts of New South Wales and any courts
          of appeal from them. Each party waives any right it has to object to
          an action being brought in those courts, to claim that the action has
          been brought in an inconvenient forum, or to claim that those courts
          do not have jurisdiction.

     (c)  Without preventing any other mode of service, any document in an
          action (including, without limitation, any writ of summons or other
          originating process or any third or other party notice) may be served
          on any party in the manner specified in clause 7.

9    COUNTERPARTS

     This deed may consist of a number of counterparts and the counterparts
     taken together constitute one and the same instrument.

EXECUTED as a deed.


(C) Mallesons Stephen Jaques   Refinancing Coordination Deed 2005             13
                               12 September 2005

<PAGE>

REFINANCING COORDINATION DEED 2005

Schedule 1 - Existing Financiers

<TABLE>
<S>         <C>
Name        ABN AMRO BANK N.V.

ABN         84 079 478 612

Address     Level 5, ABN AMRO Tower
            88 Phillip Street
            SYDNEY NSW 2001

Fax         +612 8259 5433

Attention   Jeanette Willoughby, Credit Portfolio Management with copy
            to Yun Zhou, Loans Administration

Name        COMMONWEALTH BANK OF AUSTRALIA

ABN         48 123 123 124

Address     Level 5, 48 Martin Place
            SYDNEY NSW 2000

Fax         +612 9235 1197

Attention   Debbie Tkalcec, Loan Administration

Name        MACQUARIE BANK LIMITED

ABN         46 008 583 542

Address     Metals and Energy Capital Division
            Level 1, No. 1 Martin Place
            SYDNEY NSW 2000

Fax         +61 2 8232 3590

Attention   Maureen Connolly / Roslyn Sutherland, Manager
</TABLE>


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                               12 September 2005

<PAGE>

<TABLE>
<S>         <C>
Name        SOCIETE GENERALE

Address     Level 21,400 George Street
            SYDNEY NSW 2000

Fax         +612 9279 1151 / +612 9221 4616

Attention   Vince Calvi, Manager - Global Financing Operations / Paul
            Fraser, Director - Commodity Derivatives

Name        SOCIETE GENERALE, AUSTRALIA BRANCH

ARBN        092 516 286

Address     Level 21,400 George Street
            SYDNEY  NSW 2000

Fax         +612 9279 1151 /+612 9223 4181

Attention   Vince Calvi, Manager - Global Financing Operations /
            Brendan Delaney, Treasury Operations
</TABLE>


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                               12 September 2005

<PAGE>

REFINANCING COORDINATION DEED 2005

Signing page

DATED: 13 September 2005

BORROWER

SIGNED SEALED AND                    )
DELIVERED by PAUL FULTON             )
                                     )
as attorney for LIHIR GOLD           )
LIMITED under power of attorney      )
dated 8 SEPTEMBER 2005               )
in the presence of:                  )
                                     )
                                     )
/s/ Arlene Colquhoun                 )   /s/ Paul Fulton
-------------------------------------)   ---------------------------------------
Signature of witness                 )   By executing this deed the attorney
                                     )   states that the attorney has received
ARLENE COLQUHOUN                     )   no notice of revocation of the power of
-------------------------------------)   attorney
Name of witness (block letters)      )


EXISTING FACILITY AGENT, NEW FACILITY AGENT, SECURITY TRUSTEE

SIGNED SEALED AND                    )
DELIVERED by                         )
ERWIN ELSTERMANN                     )
as attorney for ABN AMRO             )
AUSTRALIA LIMITED under              )
power of attorney dated              )
12 SEPTEMBER 2005                    )
in the presence of:                  )
                                     )
                                     )
/s/ Charles Dowsett                  )   /s/ Erwin Elstermann
-------------------------------------)   ---------------------------------------
Signature of witness                 )   By executing this deed the attorney
                                     )   states that the attorney has received
CHARLES DOWSETT                      )   no notice of revocation of the power of
-------------------------------------)   attorney
Name of witness (block letters)      )


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                               12 September 2005

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HEDGE COORDINATION BANK

SIGNED SEALED AND                    )
DELIVERED by                         )
ERWIN ELSTERMANN                     )
as attorney for ABN AMRO BANK        )
N.V. under power of attorney dated   )
12 SEPTEMBER 2005                    )
in the presence of:                  )
                                     )
                                     )
/s/ Charles Dowsett                  )   /s/ Erwin Elstermann
-------------------------------------)   ---------------------------------------
Signature of witness                 )   By executing this deed the attorney
                                     )   states that the attorney has received
CHARLES DOWSETT                      )   no notice of revocation of the power of
-------------------------------------)   attorney
Name of witness (block letters)      )


EXISTING FINANCIER

SIGNED SEALED AND                    )
DELIVERED by                         )
ERWIN ELSTERMANN                     )
as attorney for ABN AMRO BANK        )
N.V. under power of attorney dated   )
12 SEPTEMBER 2005                    )
in the presence of:                  )
                                     )
                                     )
/s/ Charles Dowsett                  )   /s/ Erwin Elstermann
-------------------------------------)   ---------------------------------------
Signature of witness                 )   By executing this deed the attorney
                                     )   states that the attorney has received
CHARLES DOWSETT                      )   no notice of revocation of the power of
-------------------------------------)   attorney
Name of witness (block letters)      )


EXISTING FINANCIER

SIGNED SEALED AND                    )
DELIVERED by                         )
SCOTT SPEEDIE                        )
as attorney for                      )
COMMONWEALTH BANK OF                 )
AUSTRALIA under power of             )
attorney dated 3 DECEMBER 2003       )
in the presence of:                  )
                                     )
                                     )
/s/ Yuen-Yee Cho                     )   /s/ Scott Speedie
-------------------------------------)   ---------------------------------------
Signature of witness                 )   By executing this deed the attorney
                                     )   states that the attorney has received
YUEN-YEE CHO                         )   no notice of revocation of the power of
-------------------------------------)   attorney
Name of witness (block letters)      )


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                               12 September 2005

<PAGE>

EXISTING FINANCIER

SIGNED SEALED AND                    )
DELIVERED by KATIE CHOI              )   /s/ Katie Choi
and ROBERT MCROBBIE                  )   ---------------------------------------
                                     )   Katie Choi
as attorneys for MACQUARIE           )   Associate Director
BANK LIMITED under power of          )
attorney dated 9 MAY 2005            )
in the presence of:                  )   /s/ Robert McRobbie
                                     )   ---------------------------------------
                                     )   Robert McRobbie
/s/ R.A. Crookes                     )   Senior Lawyer
-------------------------------------)
Signature of witness                 )   By executing this deed each attorney
                                     )   states that they have received no
RICHARD CROOKES                      )   notice of revocation of the power of
ASSOCIATE DIRECTOR                   )   attorney
-------------------------------------)
Name of witness (block letters)      )


EXISTING FINANCIER

SIGNED SEALED AND                    )
DELIVERED by                         )
DAVID ROBERTS                        )
                                     )
as attorneys for SOCIETE             )
GENERALE, AUSTRALIA BRANCH           )
under power of attorney dated        )   /s/ DAVID ROBERTS
12 September 2005                    )   ---------------------------------------
                                     )   DAVID ROBERTS
in the presence of:                  )
                                     )   By executing this deed each attorney
                                     )   states that they have received no
/s/ Yuen-Yee Cho                     )   notice of revocation of their
-------------------------------------)   respective powers of attorney
Signature of witness                 )
                                     )
YUEN-YEE CHO                         )
-------------------------------------)
Name of witness (block letters)      )


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                               12 September 2005