<PAGE>
                                                                    Exhibit 4(f)



                                                         Share Sale and Purchase
                                                                       Agreement

                                              Rio Tinto Western Holdings Limited

                                                              Lihir Gold Limited

                                                          Aliens Arthur Robinson
                                                           Stock Exchange Centre
                                                              530 Collins Street
                                                              Melbourne VIC 3000
                                                              Tel 61 3 9614 1011
                                                              FAX 61 3 9614 4661
                                                                  www.aar.com.au

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Share Sale and Purchase Agreement                         Allens Arthur Robinson

TABLE OF CONTENTS

<TABLE>
<S>                                                                            <C>
1. DEFINITIONS AND INTERPRETATION                                              1
   1.1  Definitions                                                            1
   1.2  Interpretation                                                         1
   1.3  Extent of releases                                                     1

2. CONDITION                                                                   1
   2.1  Condition                                                              1
   2.2  Satisfaction of conditions                                             1

3. SALE AND PURCHASE OF THE SALE SHARES                                        1
   3.1  Sale and purchase                                                      1
   3.2  Title and property                                                     1
   3.3  Purchase price                                                         1

4. DEFERRED CONSIDERATION                                                      1
   4.1  Deferred Component                                                     1
   4.2  Deferred Tax Component                                                 1
   4.3  Bank account                                                           1

5. COMPLETION                                                                  1
   5.1  Completion and Completion Date                                         1
   5.2  Transfer of Sale Shares                                                1
   5.3  Other transactions to occur at Completion                              1
   5.4  Sequence of actions                                                    1

6. RELEASES AND INDEMNITIES                                                    1
   6.1  Releases and indemnities                                               1
   6.2  Monthly reports                                                        1

7. ACKNOWLEDGEMENT                                                             1

8. NON-FOMENTATION                                                             1

9. RIGHTS OF RIO TINTO                                                         1

10. EMPLOYEE MATTERS                                                           1
   10.1 Release of Rio Tinto Group employees                                   1
   10.2 Employment of Garrick Mendham                                          1
   10.3 Resignation of Nicholas Lambeth                                        1
   10.4 Meetings with underwriters                                             1

11. BOARD REPRESENTATION                                                       1

12. WARRANTIES                                                                 1
   12.1 Warranties by Vendor                                                   1
   12.2 Warranties by Purchaser                                                1

13. RIO TINTO GROUP POLICIES AND INITIATIVES                                   1
   13.1 Rio Tinto Group policies                                               1
   13.2 Rio Tinto initiatives                                                  1
</TABLE>


                                                                        Page (i)

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Share Sale and Purchase Agreement                         Allens Arthur Robinson

<TABLE>
<S>                                                                            <C>
14. CONSULTATION WITH RIO TINTO GROUP PERSONNEL, ACCESS TO RECORDS, AND
    ACCESS TO DATA, REPORTS AND INFORMATION                                    1
   14.1 Consultation with Rio Tinto Group personnel                            1
   14.2 Access to records                                                      1
   14.3 Access to data, reports and information                                1

15. INSURANCE CLAIM                                                            1

16. LIHIR PROJECT INFORMATION                                                  1

17. NON-SOLICITATION                                                           1

18. CONFIDENTIALITY                                                            1
   18.1 SEC filing                                                             1
   18.2 Undertaking                                                            1
   18.3 Permitted disclosure                                                   1

19. ENTIRE AGREEMENT                                                           1

20. AMENDMENT                                                                  1

21. ASSIGNMENT                                                                 1

22. NO WAIVER                                                                  1

23. COSTS AND STAMP DUTY                                                       1

24. MERGER                                                                     1

25. FURTHER ASSURANCES                                                         1

26. ABSOLUTE BAR                                                               1

27. SEVERABILITY OF PROVISIONS                                                 1

28. MORATORIUM LEGISLATION                                                     1

29. ENUREMENT                                                                  1

30. GOVERNING LAW                                                              1

31. COUNTERPARTS                                                               1

32. NOTICES                                                                    1
</TABLE>


                                                                        Page(ii)

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Share Sale and Purchase Agreement                         Allens Arthur Robinson

DATE 10 October 2005

PARTIES

     1.   RIO TINTO WESTERN HOLDINGS LIMITED (Company No. 00007132) a company
          registered in the United Kingdom whose registered office is 6 St.
          James's Square, London, SW1Y 4LD (the VENDOR)

     2.   LIHIR GOLD LIMITED a company incorporated in Papua New Guinea of Level
          7, Pacific Place, Corner Champion Parade and Musgrave Street, Port
          Moresby (the PURCHASER)

RECITALS

     A    LMC is the manager of the Lihir Project.

     B    The Vendor is the beneficial owner of the Sale Shares, which comprise
          100% of the issued shares in the capital of LMC.

     C    In furtherance of an agreement by the Purchaser and the Rio Tinto
          Group to terminate the existing management arrangements in relation to
          the Lihir Project, the Vendor has agreed to sell, and the Purchaser
          has agreed to purchase, the Sale Shares on the terms set out in this
          Agreement.

     D    By letter dated 14 September 2005 to the Purchaser's solicitors, Blake
          Dawson Waldron, the Bank of Papua New Guinea granted authority to
          execute this Agreement and to give the indemnities set out herein
          under the Papua New Guinea Central Banking (Foreign Exchange and Gold)
          Regulation.

     E    On 16 September 2005, the Purchaser released a statement to the
          Australian Stock Exchange in relation to the subject matter of this
          Agreement and related matters.

IT IS AGREED as follows.

1.   DEFINITIONS AND INTERPRETATION

1.1  DEFINITIONS

     The following definitions apply unless the context requires otherwise.

     COMPLETION means completion of the sale and purchase of the Sale Shares
     under this Agreement, as provided in Clause 5.

     COMPLETION COMPONENT has the meaning given in Clause 3.3(a).

     COMPLETION DATE means 4 October 2005 or such other date as may be agreed
     between the Parties.


                                                                          Page 1

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Share Sale and Purchase Agreement                         Allens Arthur Robinson

     DEED OF ACCESSION AND AMENDMENT means the Deed of Accession and Amendment
     dated 17 March 1995 between Kennecott Explorations (Australia) Ltd, Niugini
     Mining Limited, LMC and Mineral Resources Lihir Pty Limited.

     DEFERRED COMPONENT has the meaning given in Clause 3.3(b).

     DEFERRED TAX COMPONENT has the meaning given in Clause 3.3(c).

     DIVIDEND means a dividend of US$2,450,000.00 declared by the Company on 7th
     October 2005.

     EFFECTIVE CONTROL means the capacity to determine (whether by influence or
     by exercise of enforceable rights) the outcome of decisions regarding the
     financial or operating policies of the Purchaser.

     GENERAL TERMINATION AND RELEASE DEED means the deed of that name between
     the Vendor, the Purchaser, LMC and Rio Tinto plc, in the form initialled by
     the Parties, to be executed at Completion in accordance with Clause 5.

     GOVERNMENTAL 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.

     GOVERNMENT APPROVALS means the approval of any Governmental Agency,
     including approval of the Bank of Papua New Guinea (under the Central
     Banking (Foreign Exchange and Gold) Regulation, Chapter No. 138) to the
     Transaction.

     GUARANTEE means the Guarantee dated 22 May 1995 of the financial
     obligations of LMC under the Management Agreement, given by the Vendor to
     the Purchaser.

     LIHIR PROJECT means the gold mining project on Niolam Island (commonly
     referred to as Lihir Island) in Papua New Guinea.

     LIHIR PROJECT JOINT VENTURE AGREEMENT means the Joint Venture Agreement
     dated 10 May 1990 between Kennecott Explorations (Australia) Ltd and
     Niugini Mining Limited, as amended and restated pursuant to the Deed of
     Amendment and Restatement of Lihir Project Joint Venture Agreement dated 6
     August 1993 between Kennecott Explorations (Australia) Ltd and Niugini
     Mining Limited and further amended pursuant to the Deed of Accession and
     Amendment.

     LIHIR PROJECT MANAGEMENT AGREEMENT means the Lihir Project Management
     Agreement dated 6 August 1993 between LMC, Kennecott Explorations
     (Australia) Ltd and Niugini Mining Limited as amended pursuant to the Deed
     of Accession and Amendment.

     LMC means Lihir Management Company Limited, a company incorporated under
     the laws of Papua New Guinea, of Level 7, Pacific Place, Cnr Champion
     Parade & Musgrave Street, Port Moresby, Papua New Guinea.

     LOCAL COMMUNITY AGREEMENT means any compensation agreement, relocation
     agreement or similar agreement or understanding (including related trust
     arrangements) entered into with any local community group by LMC, Kennecott
     Explorations (Australia) Ltd, Niugini Mining Limited, the Purchaser or any
     other proponent (from time to time) of the Lihir Project.

     LOCAL COMMUNITY CLAIMS has the meaning given in Clause 6.1(c)(i).

     MANAGEMENT AGREEMENT means the Management Agreement dated 17 March 1995
     between the Purchaser and LMC.


                                                                          Page 2

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Share Sale and Purchase Agreement                         Allens Arthur Robinson

     MANAGER means the manager of the Lihir Project.

     PARTIES means the parties to this Agreement.

     RELATED CORPORATION has the meaning given to that term in the Companies Act
     1997 (PNG), and in relation to the Vendor, includes any other member of the
     Rio Tinto Group.

     RIO TINTO means the Rio Tinto Group and the directors, officers, employees,
     agents and representatives of each member of the Rio Tinto Group.

     RIO TINTO GROUP means each of Rio Tinto Limited and Rio Tinto plc,
     incorporated in England and Wales, and any company or other corporate
     entity or enterprise which directly or indirectly controls, is controlled
     by or is under common control, with Rio Tinto Limited or Rio Tinto plc. For
     this purpose, CONTROL means the possession, directly or indirectly, of the
     power to direct or cause the direction of management and policies through
     ownership of voting securities, contract, voting trust or otherwise.

     RIO TINTO RIGHTS has the meaning given under Clause 9.

     SALE SHARES means two ordinary shares each fully paid in LMC, together with
     the benefit of all rights (including dividend rights but excluding the
     Dividend) attached or accruing to those shares at Completion, one share
     being registered in the name of the Vendor and the second share being
     registered in the name of Rio Tinto Nominees Limited.

     SECURITY INTEREST includes any mortgage, pledge, lien or charge or any
     security or preferential interest or arrangement of any kind or any other
     right of, or arrangement with, any creditor to have its claim satisfied in
     priority to other creditors with, or from the proceeds of, any asset.

     SERVICE means any service of a technical or commercial nature provided by
     Rio Tinto to the Purchaser or LMC prior to Completion.

     TECHNICAL AND PROCUREMENT SERVICES AGREEMENT means the agreement of that
     name between the Purchaser, Technological Resources Pty Limited and Rio
     Tinto Services Limited, in the form initialled by the Parties, to be
     executed at Completion in accordance with Clause 5.

     TECHNICAL SUPPORT AGREEMENT means the Technical Support Agreement dated 30
     June 1995 between LMC and Rio Tinto plc under which Rio Tinto plc agrees to
     provide technical and support services to LMC in connection with LMC's
     obligations under the Management Agreement.

     TRANSACTION means the sale of Share Sales by the Vendor to the Purchaser,
     the termination of the existing management arrangements in relation to the
     Lihir Project and the implementation of various associated arrangements,
     including the establishment of a transitional technical and procurement
     services arrangement between the Rio Tinto Group and the Purchaser.

1.2  INTERPRETATION

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

     (a)  The singular includes the plural, and conversely.

     (b)  A gender includes all genders.

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


                                                                          Page 3

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Share Sale and Purchase Agreement                         Allens Arthur Robinson

     (d)  A reference to a person includes a corporation, trust, partnership,
          unincorporated body or other entity, whether or not it comprises a
          separate legal entity.

     (e)  A reference to a Clause is a reference to a clause of this Agreement.

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

     (g)  A reference to an agreement or document (including a reference to this
          Agreement) is to the agreement or document as amended, supplemented,
          novated or replaced, except to the extent prohibited by this Agreement
          or that other agreement or document, and includes the recitals and
          schedules to that agreement or document.

     (h)  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.

     (i)  A reference to dollars or $ is to the currency of the United States of
          America.

     (j)  A reference to a right or obligation of any two or more people
          comprising a single party confers that right, or imposes that
          obligation, as the case may be, on each of them severally and each two
          or more of them jointly. A reference to that party is a reference to
          each of those people separately (so that, for example, a
          representation or warranty by that party is given by each of them
          separately).

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

     (l)  Mentioning anything after includes, including, for example, or similar
          expression does not limit what else might be included.

1.3  EXTENT OF RELEASES

     In this Agreement, unless the context otherwise requires:

     (a)  a release from costs, claims, actions, demands, proceedings and
          liabilities by or in favour of a corporation extends to any Related
          Corporation of the corporation and to the directors, officers,
          employees, agents and representatives from time to time of the
          corporation and any such Related Corporation; and

     (b)  a release from costs, claims, actions, demands, proceedings and
          liabilities by or in favour of a person who is an officer of a
          corporation applies to that person personally and in that person's
          capacity as such officer.

2.   CONDITION

2.1  CONDITION

     This Agreement is subject to, and conditional upon:

     (a)  obtaining the authority of the Bank of Papua New Guinea under the
          Papua New Guinea Central Banking (Foreign Exchange and Gold)
          Regulation (in a form satisfactory to the Vendor and the Purchaser) in
          relation to the indemnities and guarantees to be given by the


                                                                          Page 4

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Share Sale and Purchase Agreement                         Allens Arthur Robinson

          Purchaser and LMC (as applicable) in this Agreement, the General
          Termination and Release Deed and the Technical and Procurement
          Services Agreement; and

     (b)  a resolution approving the Transaction having been duly passed by the
          directors of the Purchaser, it being understood that John O'Reilly and
          Neil Swan will not participate in the passing of such resolution.

2.2  SATISFACTION OF CONDITIONS

     The Parties acknowledge that the conditions set out in Clause 2.1 have been
     satisfied.

3.   SALE AND PURCHASE OF THE SALE SHARES

3.1  SALE AND PURCHASE

     The Vendor, as legal and beneficial owner, agrees to sell the Sale Shares
     free from all Security Interests, and the Purchaser agrees to buy the Sale
     Shares, on the terms set out in this Agreement.

3.2  TITLE AND PROPERTY

     Title to and property in the Sale Shares will, subject to the provisions of
     this Agreement, pass to the Purchaser on Completion.

3.3  PURCHASE PRICE

     The purchase price for the Sale Shares will be:

     (a)  two Kina, payable at Completion (the COMPLETION COMPONENT); plus

     (b)  a deferred amount equal to the sum of:

          (i)  LMC's total cash holding as at Completion less any amount of the
               Dividend remaining unpaid as at Completion; and

          (ii) all moneys owing by the Purchaser to LMC as at Completion,
               including all outstanding or accrued management fees owing to LMC
               by the Purchaser under the Management Agreement for the period up
               to and including the Completion Date; less

          (iii) all moneys accrued or owing by LMC to the Purchaser as at
               Completion,

          (the DEFERRED COMPONENT); plus

     (c)  an additional deferred amount equal to the net income tax credit
          available to LMC as at the Completion Date (after taking into account
          any income tax liability referable to the period from 1 January 2005
          to the Completion Date), as disclosed by the pro forma tax return
          referred to in Clause 4.2 below, such credit being comprised largely
          of the amounts referable to 2005 provisional income tax instalments
          paid by LMC (the DEFERRED TAX COMPONENT).


                                                                          Page 5

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Share Sale and Purchase Agreement                         Allens Arthur Robinson

4.   DEFERRED CONSIDERATION

4.1  DEFERRED COMPONENT

     The Deferred Component must be determined on the basis of audited accounts
     for LMC prepared as at the Completion Date. The Purchaser must arrange for
     such accounts to be prepared and audited as soon as possible following
     Completion. The Deferred Component must be paid by the Purchaser to the
     Vendor by electronic funds transfer in immediately available funds to the
     bank account nominated in Clause 4.3 within seven days after the date on
     which the auditor of LMC has issued an audit opinion in respect of the
     accounts.

4.2  DEFERRED TAX COMPONENT

     The Deferred Tax Component must be determined on the basis of a pro forma
     tax return for LMC prepared in respect of the period from 1 January 2005 to
     the Completion Date. The Purchaser must arrange for such pro forma tax
     return to be prepared by its tax accountants as soon as possible after
     Completion, and for a tax return for the 2005 tax year to be lodged by LMC
     as soon as possible after 31 December 2005. The Deferred Tax Component must
     be paid to the Vendor by electronic funds transfer in immediately available
     funds to the bank account nominated in Clause 4.3 on or before the earlier
     of:

     (a)  seven days after receipt by LMC of any tax refund in respect of the
          2005 tax year, or any application, to any tax liability of LMC, the
          Purchaser or any of its Related Corporations, of any part of a tax
          credit due to LMC in respect of any of the provisional income tax
          instalments referred to in Clause 3,3(c); and

     (b)  30 September 2006.

4.3  BANK ACCOUNT

     The details of the bank account nominated by the Vendor are as follows:

     Bank            JP Morgan Chase Bank, New York
     Swift Id:       CHASUS33
     ABA Routing No: 021000021
     A/c Name:       Rio Tinto Finance plc
     A/c No:         9102772986

5.   COMPLETION

5.1  COMPLETION AND COMPLETION DATE

     Completion of the sale and purchase of the Sale Shares must take place at
     the offices of Rio Tinto Limited, 55 Collins Street, Melbourne on the
     Completion Date at 11 am or at such other time and place as the Parties may
     agree.

5.2  TRANSFER OF SALE SHARES

     At Completion:


                                                                          Page 6

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Share Sale and Purchase Agreement                         Allens Arthur Robinson

     (a)  the Vendor will deliver to the Purchaser:

          (i)  an instrument of transfer of one Sale Share in registrable form
               in favour of the Purchaser and duly executed by the Vendor; and

          (ii) an instrument of transfer of the second Sale Share in registrable
               form in favour of the Purchaser and duly executed by Rio Tinto
               Nominees Limited,

          together with the share certificates for the Sale Shares;

     (b)  the Purchaser will pay the Completion Component to the Vendor;

     (c)  the Purchaser will execute the instrument of transfer referred to in
          paragraph (a);

     (d)  the Purchaser will nominate two persons to be directors of LMC and
          will deliver a consent to act as a director signed by each such
          person; and

     (e)  the Vendor will procure the convening of a meeting of the directors of
          LMC at which:

          (i)  the executed instrument of transfer of the Sale Shares and the
               share certificate to which it relates will be tabled;

          (ii) the directors will resolve that, subject only to stamping, the
               transfer be approved, the old share certificate be destroyed and
               a new share certificate be issued in the name of the Purchaser;

          (iii) the consents to act as a director referred to in paragraph (d)
               will be tabled;

          (iv) the directors will resolve that the two persons nominated under
               paragraph (d) be appointed as directors of LMC;

          (v)  resignations of each director other than the directors referred
               to in sub-paragraph (iv) will be tabled; and

          (vi) the directors will resolve that the resignations referred to in
               sub-paragraph (v) be accepted with effect from the closure of the
               meeting.

5.3  OTHER TRANSACTIONS TO OCCUR AT COMPLETION

     Following the holding of the meeting of the directors of LMC referred to in
     Clause 5.2(e):

     (a)  the Purchaser will execute the Technical and Procurement Services
          Agreement;

     (b)  the Purchaser will procure the convening of a meeting of the directors
          of LMC at which the directors will resolve that the General
          Termination and Release Deed be executed by LMC;

     (c)  the Purchaser will execute, and will procure LMC to execute, the
          General Termination and Release Deed;

     (d)  the Vendor will procure Technological Resources Pty Ltd and Rio Tinto
          Services Limited to execute the Technical and Procurement Services
          Agreement; and

     (e)  the Vendor will execute, and will procure Rio Tinto plc to execute,
          the General Termination and Release Deed.


                                                                          Page 7

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Share Sale and Purchase Agreement                         Allens Arthur Robinson

5.4  SEQUENCE OF ACTIONS

     All actions taken as required at Completion by Clauses 5.2 and 5.3 will be
     deemed to be taken in the order set out therein and Completion will be
     deemed to have occurred at the time all such actions are completed.

6.   RELEASES AND INDEMNITIES

6.1  RELEASES AND INDEMNITIES

     With effect on and from Completion:

     (a)  the Purchaser releases and indemnifies Rio Tinto from and in respect
          of all costs, claims, actions, demands, proceedings and liabilities of
          any description incurred by LMC or Rio Tinto in relation to the Lihir
          Project in connection with, or in any way related to, the Lihir
          Project Joint Venture Agreement, the Lihir Project Management
          Agreement, the Management Agreement, the Technical Support Agreement,
          the Guarantee and the Services unless such costs, claims, actions,
          demands, proceedings and liabilities result from wilful default
          involving a conscious breach or fraud by LMC or Rio Tinto prior to
          Completion;

     (b)  without limiting the effect of other releases in favour of Rio Tinto,
          the Purchaser releases Rio Tinto from all liabilities that it has or
          might have by reason of any claim or allegation that, at any time
          prior to Completion. Rio Tinto exercised Effective Control of the
          Purchaser in relation to the management or conduct of the Lihir
          Project, except to the extent that the claim or allegation is based
          on, or a direct consequence of, a finding of:

          (i)  breach of directors' duties;

          (ii) oppression of minority shareholders; or

          (iii) fraud; and

     (c)  without limiting the effect of other releases and indemnities in
          favour of Rio Tinto, the Purchaser:

          (i)  releases Rio Tinto from all costs, claims, actions, demands,
               proceedings and liabilities of any description incurred by Rio
               Tinto (LOCAL COMMUNITY CLAIMS) arising under, or in any way
               relating to, Local Community Agreements; and

          (ii) indemnifies Rio Tinto in respect of any sums which Rio Tinto
               becomes liable to pay by reason of any judgment, award of
               damages, arbitral award, settlement or compromise in respect of
               Local Community Claims arising under or in any way connected with
               Local Community Agreements, provided that:

               (A)  Rio Tinto will not compromise or settle any Local Community
                    Claims without obtaining the prior written consent of the
                    Purchaser; and

               (B)  the Purchaser's liability to indemnify Rio Tinto pursuant to
                    this Clause extends only to claims which relate to or arise
                    in connection with the Lihir Project.


                                                                          Page 8

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Share Sale and Purchase Agreement                         Allens Arthur Robinson

6.2  MONTHLY REPORTS

     The Vendor will procure the relevant member of the Rio Tinto Group to
     provide the Purchaser with a monthly report on the status of any Local
     Community Claim referred to in Clause 6.1(c)(ii) and will update such
     report if there is a material change in the status of such Local Community
     Claim. The Vendor will also procure the relevant member of the Rio Tinto
     Group to provide the Purchaser with reasonable access, upon reasonable
     notice, to relevant advice and documents in relation to any such Local
     Community Claim.

7.   ACKNOWLEDGEMENT

     The Purchaser acknowledges that it is not aware of:

     (a)  any breach of the Management Agreement by LMC;

     (b)  any wilful default involving a conscious breach or fraud by LMC or Rio
          Tinto; or

     (c)  any other matters or circumstances that might give rise to a claim
          against Rio Tinto in connection with the Management Agreement, the
          Technical Support Agreement, the Guarantee, the Services or the Lihir
          Project generally.

8.   NON-FOMENTATION

     The Purchaser agrees that it will not procure, encourage or assist in any
     manner whatsoever, whether directly or indirectly, any other person in
     relation to any claim against Rio Tinto in connection with:

     (a)  any act or omission of the Rio Tinto Group as a shareholder of LMC or
          the Purchaser;

     (b)  any act or omission of any director, officer, employee, agent or
          representative of the Rio Tinto Group, including while seconded to, a
          director of, or otherwise providing services to, LMC or the Purchaser;
          or

     (c)  the Management Agreement, the Technical Support Agreement, the
          Guarantee, the Services or the Lihir Project,

     save that it is acknowledged and agreed that nothing in this Clause 8
     precludes the Purchaser from joining any member of the Rio Tinto Group as a
     party in any proceeding if it is otherwise entitled to do so.

9.   RIGHTS OF RIO TINTO

     Under this Agreement, the Purchaser has given certain releases,
     indemnities, acknowledgements and undertakings in favour of Rio Tinto (RIO
     TINTO RIGHTS). The Purchaser acknowledges that:

     (a)  the Rio Tinto Rights are held by the Vendor on trust for the benefit
          of each member of the Rio Tinto Group and its respective directors,
          officers, employees, agents and representatives; and

     (b)  where applicable, each member of the Rio Tinto Group and its
          respective directors, officers, employees, agents and representatives
          may directly enforce the Rio Tinto Rights against the Purchaser.


                                                                          Page 9

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Share Sale and Purchase Agreement                         Allens Arthur Robinson

10.  EMPLOYEE MATTERS

10.1 RELEASE OF RIO TINTO GROUP EMPLOYEES

     Subject to the prior agreement of Jan Andersen and Paul Fulton to the
     transfer of their employment to the Purchaser, with effect on and from
     Completion:

     (a)  the Vendor will procure that Jan Andersen and Paul Fulton will be
          released from employment with the Rio Tinto Group; and

     (b)  the Purchaser will enter into new employment arrangements with each of
          Jan Andersen and Paul Fulton.

10.2 EMPLOYMENT OF GARRICK MENDHAM

     The Parties note that Garrick Mendham is currently employed by the
     Purchaser. The Vendor will procure that the Rio Tinto Group will offer
     employment to Garrick Mendham on the earlier of his cessation of employment
     with the Purchaser and 1 January 2007, such offer to remain open for not
     less than 60 days.

10.3 RESIGNATION OF NICHOLAS LAMBETH

     On or before Completion, the Vendor will procure the resignation of
     Nicholas Lambeth as a director of Niugini Mining (Australia) Pty Limited.

10.4 MEETINGS WITH UNDERWRITERS

     The Vendor agrees not to object to Neil Swan representing the Purchaser at
     meetings with the Purchaser's insurance underwriters expected to take place
     in mid-October 2005 on the understanding that Neil Swan will be acting at
     the direction of the Purchaser and not at the direction of any member of
     the Rio Tinto Group.

11.  BOARD REPRESENTATION

     With effect on and from Completion:

     (a)  provided that the Rio Tinto Group holds at least 14% of the issued
          voting shares in the Purchaser and is the largest single shareholder
          in the Purchaser, the Purchaser will use all reasonable endeavours to
          ensure that, subject to shareholder approval, one nominee of the Rio
          Tinto Group will be a member of the board of the Purchaser, it being
          agreed that such reasonable endeavours include ensuring that the
          appointment of a nominee of the Rio Tinto Group would not breach any
          provisions of the Constitution of the Purchaser;

     (b)  unless the Purchaser otherwise agrees, the Rio Tinto Group will not
          re-nominate any individual whose proposed appointment as a director
          has previously failed to receive shareholder approval and, in such
          circumstances, will not nominate another individual until the next
          meeting of shareholders; and

     (c)  the current nominee of the Rio Tinto Group will continue to be John
          O'Reilly.


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Share Sale and Purchase Agreement                         Allens Arthur Robinson

12.  WARRANTIES

12.1 WARRANTIES BY VENDOR

     The Vendor represents and warrants solely to the Purchaser that, in respect
     of itself, each of the following statements is true and correct in all
     material respects as at the Completion Date.

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

     (b)  (POWER) It has the power to enter into and perform its obligations
          under this Agreement, to carry out the transactions contemplated by
          this Agreement and to carry on its business as now conducted or
          contemplated.

     (c)  (CORPORATE AUTHORISATIONS) It has taken all necessary corporate action
          to authorise the entry into and performance of this Agreement and to
          carry out the transactions contemplated by this Agreement.

     (d)  (DOCUMENTS BINDING) This Agreement is its valid and binding obligation
          enforceable in accordance with its terms, subject to any necessary
          stamping and registration.

     (e)  (TRANSACTIONS PERMITTED) The execution and performance by it of this
          Agreement and each transaction contemplated under this Agreement did
          not, and will not, violate in any respect a provision of:

          (i)  a law or a judgment, ruling, order or decree of a Governmental
               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.

     (f)  (TITLE) The Vendor is the beneficial owner of the Sale Shares, free of
          Security Interests, and has full power and authority to transfer the
          Sale Shares to the Purchaser in accordance with the terms of this
          Agreement.

     (g)  (SALE SHARES) The Sale Shares are fully paid and constitute the entire
          issued share capital of LMC.

12.2 WARRANTIES BY PURCHASER

     The Purchaser represents and warrants to the Vendor that, in respect of
     itself, each of the following statements is true and correct in all
     material respects as at the Completion Date.

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

     (b)  (POWER) It has the power to enter into and perform its obligations
          under this Agreement, to carry out the transactions contemplated by
          this Agreement and to carry on its business as now conducted or
          contemplated.

     (c)  (CORPORATE AUTHORISATIONS) It has taken all necessary corporate action
          to authorise the entry into and performance of this Agreement and to
          carry out the transactions contemplated by this Agreement.


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Share Sale and Purchase Agreement                         Allens Arthur Robinson

     (d)  (DOCUMENTS BINDING) This Agreement is its valid and binding obligation
          enforceable in accordance with its terms, subject to any necessary
          stamping and registration.

     (e)  (TRANSACTIONS PERMITTED) The execution and performance by it of this
          Agreement and each transaction contemplated under this Agreement did
          not and will not violate in any respect a provision of:

          (i)  a law or a judgment, ruling, order or decree of a Governmental
               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.

13.  RIO TINTO GROUP POLICIES AND INITIATIVES

13.1 RIO TINTO GROUP POLICIES

     The Purchaser acknowledges that it has previously adopted the Rio Tinto
     Group policies, entitled "Business Integrity Guidance", "Human Rights
     Guidance" and "The way we work", and that it will take steps to formulate
     and implement, within a reasonable period after Completion, its own
     corporate policies with respect to the matters covered by such Rio Tinto
     Group policies.

13.2 RIO TINTO INITIATIVES

     With effect from Completion, the Purchaser will cease to be involved in any
     Rio Tinto Group initiatives, including the Improving Performance Together
     (IPT) program.

14.  CONSULTATION WITH RIO TINTO GROUP PERSONNEL, ACCESS TO RECORDS, AND ACCESS
     TO DATA, REPORTS AND INFORMATION

14.1 CONSULTATION WITH RIO TINTO GROUP PERSONNEL

     For a period of two years following Completion, the Vendor will procure
     that personnel of the Rio Tinto Group will, on reasonable notice and within
     reasonable limits, be available to answer questions relating to the history
     of, and activities undertaken by, LMC and the Lihir Project, provided that
     all such answers will be given at no charge to the Purchaser but otherwise
     on the basis that they constitute the provision of services under the
     Technical and Procurement Services Agreement.

14.2 ACCESS TO RECORDS

     After Completion, the Purchaser will provide the Rio Tinto Group with
     reasonable access, upon reasonable notice, to information and records of
     LMC to enable the Rio Tinto Group to comply with any legal, accounting, tax
     or regulatory requirements.

14.3 ACCESS TO DATA, REPORTS AND INFORMATION

     On request by the Purchaser, the Vendor will, upon reasonable notice and
     within reasonable limits, provide the Purchaser with data, reports and
     other technical or operating information generated in the performance of
     any services of a technical or operating nature provided by the Rio Tinto
     Group


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Share Sale and Purchase Agreement                         Allens Arthur Robinson

     to the Purchaser prior to Completion, to the extent that such data, reports
     and information are reasonably able to be retrieved by the Vendor or the
     Rio Tinto Group. Such provision of information does not include any right
     for the Purchaser to use or access any of the systems that were used for
     the purposes of providing the abovementioned services. The Purchaser agrees
     to reimburse the Vendor for all reasonable expenses of the Rio Tinto Group
     in providing any such data, reports and/or information, and the Vendor
     reserves the right to charge the Purchaser for the reasonable costs of the
     time spent by Rio Tinto Group directors, officers, employees, agents and
     representatives in meeting the Purchaser's request.

15.  INSURANCE CLAIM

     Nothing in this Agreement is to be taken to prejudice any rights of the
     Purchaser in relation to an existing business interruption insurance claim
     which the Purchaser is making against its insurers.

16.  LIHIR PROJECT INFORMATION

     The Vendor undertakes that, for a period of two years following Completion,
     it will procure the Rio Tinto Group to:

     (a)  keep in strict confidence all confidential information in relation to
          the Lihir Project held by it and provided by the Purchaser or LMC to
          the Rio Tinto Group prior to Completion in connection with the
          provision of management or technical services by the Rio Tinto Group;
          and

     (b)  without the prior consent of the Purchaser, not disclose such
          confidential information to any third party unless required to do so
          by law or regulation.

     Relevant confidential information does not include information or material:

     (c)  that is already in the public domain or comes into the public domain
          otherwise than by wrongful disclosure by the Rio Tinto Group; or

     (d)  received by the Rio Tinto Group from a third party that is entitled to
          so provide the information or material.

     Where relevant confidential information is in the possession of the Rio
     Tinto Group which the Rio Tinto Group wishes to dispose of, the Rio Tinto
     Group will notify the Purchaser of the general nature of such information
     and will give the Purchaser a reasonable opportunity to review and take
     possession of that information. If the Purchaser fails to review and take
     possession of the information within a reasonable period of time, the Rio
     Tinto Group shall be entitled to destroy such information.

17.  NON-SOLICITATION

     Save as provided in Clause 10, each Party undertakes to the other Party
     that, for a period of two years following Completion, neither it nor any of
     its Related Corporations will, without the consent of the other Party,
     engage, induce or attempt to induce (either as an employee, contractor or
     otherwise) an employee of the other Party provided that this undertaking
     shall not apply in relation to any employee of a Party who contacts the
     other Party or any of its Related Corporations in


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Share Sale and Purchase Agreement                         Allens Arthur Robinson

     response to an employment advertisement placed by the other Party or any of
     its Related Corporations in the print or electronic media.

18.  CONFIDENTIALITY

18.1 SEC FILING

     It is acknowledged that, in accordance with regulatory requirements, a copy
     of this Agreement will be filed with the US Securities and Exchange
     Commission.

18.2 UNDERTAKING

     Without limiting Clause 16 and subject to Clauses 18.1 and 18.3, each Party
     undertakes to the other Party that it, its Related Corporations, and its
     servants and agents will keep entirely secret and confidential, all
     information relating in any way to the negotiation of this Agreement or to
     any correspondence, exchanges or negotiations in respect of the
     administration of this Agreement.

18.3 PERMITTED DISCLOSURE

     The undertakings of each Party under Clause 18.2 do not apply to the extent
     that disclosure of the relevant information is:

     (a)  required by applicable law;

     (b)  required by any recognised stock exchange on which the Vendor's shares
          or the shares of any member of the Rio Tinto Group are listed;

     (c)  made to such of its officers and professional advisers and those of
          its Related Corporations as may be necessary for ordinary business
          purposes, provided that the relevant Party must use its best
          endeavours to ensure all matters disclosed are kept confidential; or

     (d)  made with the prior written consent of the other Party.

19.  ENTIRE AGREEMENT

     This Agreement contains the entire agreement between the Parties with
     respect to its subject matter. It sets out the only conduct relied on by
     the Parties and supersedes all earlier conduct and prior agreements and
     understandings between the Parties in connection with its subject matter.

20.  AMENDMENT

     This Agreement may be amended only by another agreement executed by both
     Parties.

21.  ASSIGNMENT

     The rights and obligations of a Party under this Agreement cannot be
     assigned, encumbered or otherwise dealt with except with the prior written
     consent of the other Party, which consent may not be unreasonably withheld.


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Share Sale and Purchase Agreement                         Allens Arthur Robinson

22.  NO WAIVER

     No failure to exercise nor any delay in exercising any right, power or
     remedy by a Party operates as a waiver. A single or partial exercise of any
     right, power or remedy does not preclude any other or further exercise of
     that or any other right, power or remedy. A waiver is not valid or binding
     on the Party granting that waiver unless made in writing.

23.  COSTS AND STAMP DUTY

     Each Party must bear its own costs arising out of the negotiation,
     preparation and execution of this Agreement. All stamp duty (including
     fines, penalties and interest) which may be payable on or in connection
     with this Agreement and any instrument executed under or any transaction
     evidenced by this Agreement must be borne by the Purchaser. The Vendor
     agrees to reimburse to the Purchaser an amount up to US$7000 in respect of
     an assessment of stamp duty payable on the transfer of the Sale Shares
     which is attributable to the Deferred Tax Component. The Vendor will pay
     such reimbursement to the Purchaser promptly upon receiving a copy of the
     assessment.

24.  MERGER

     The rights and obligations of the Parties will not merge on the completion
     of any transaction contemplated by this Agreement. They will survive the
     execution and delivery of any assignment or other document entered into for
     the purpose of implementing any such transaction.

25.  FURTHER ASSURANCES

     Each Party agrees to do all things and execute all deeds, instruments,
     transfers or other documents as may be necessary or desirable to give full
     effect to the provisions of this Agreement and the transactions
     contemplated by it, whether before or after the Completion Date.

26.  ABSOLUTE BAR

     This Agreement may be pleaded and tendered by any Party as an absolute bar
     and defence to any proceeding brought or made by another Party in breach of
     the terms of this Agreement.

27.  SEVERABILITY OF PROVISIONS

     Any provision of this Agreement that 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 to this Agreement nor affect the validity or enforceability of
     that provision in any other jurisdiction.

28.  MORATORIUM LEGISLATION

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

     (a)  lessens, varies or affects in favour of any Party any obligation under
          this Agreement; or


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Share Sale and Purchase Agreement                         Allens Arthur Robinson

     (b)  delays, prevents or prejudicially affects the exercise by any Party of
          any right, power or remedy conferred by this Agreement,

     is excluded from this Agreement.

29.  ENUREMENT

     The provisions of this Agreement will enure for the benefit of and be
     binding on the Parties and their respective successors and permitted
     substitutes and assigns and (where applicable) legal personal
     representatives.

30.  GOVERNING LAW

     This Agreement is governed by the laws of Victoria. Each Party submits to
     the exclusive jurisdiction of courts exercising jurisdiction there, and
     waives any right to claim that those courts are an inconvenient forum.

31.  COUNTERPARTS

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

32.  NOTICES

     Any notice, demand, consent or other communication (a NOTICE) given or made
     under this Agreement:

     (a)  must be in writing and signed by a person duly authorised by the
          sender;

     (b)  must be delivered to the intended recipient by prepaid post (if posted
          to an address in another country, by registered airmail) or by hand or
          fax to the address or fax number below or the address or fax number
          last notified by the intended recipient to the sender:

          (i)   to the Purchaser: Lihir Gold Limited
                                  PO Box 789
                                  Port Moresby
                                  Attention: Company Secretary
                                  Fax No: (+675) 321 4705,
                                  with a copy to: (+675)986 4018

          (ii)   to the Vendor:   Rio Tinto Western Holdings Limited
                                  c/- Rio Tinto Limited
                                  55 Collins Street
                                  Melbourne, Victoria 3000
                                  Attention: General Counsel
                                  Fax No: +61 3 9283 3603; and


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Share Sale and Purchase Agreement                         Allens Arthur Robinson

     (c)  will be taken to be duly given or made:

          (i)  in the case of delivery in person, when delivered;

          (ii) in the case of delivery by post, two business days after the date
               of posting (if posted to an address in the same country) or seven
               business days after the date of posting (if posted to an address
               in another country); and

          (iii) in the case of fax, on receipt by the sender of a transmission
               result report from the despatching machine showing the relevant
               number of pages and the correct destination fax machine number or
               name of recipient and indicating that the transmission has been
               made without error,

     but if the result is that a Notice would be taken to be given or made on a
     day that is not a business day in the place to which the Notice is sent or
     at a time later than 4pm (local time), it will be taken to have been duly
     given or made at the commencement of business on the next business day in
     that place.

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

EXECUTED as an agreement.

SIGNED for and on behalf of LIHIR
GOLD LIMITED by its duly
authorised representative in the
presence of:


/s/ Celine Bita                         /s/ Mark Laurie
-------------------------------------   ----------------------------------------
Witness Signature                       Authorised Representative Signature

CELINE BITA                             MARK LAURIE
Print Name                              Print Name


SIGNED for and on behalf of RIO TINTO
WESTERN HOLDINGS LIMITED by its
attorney in the presence of:


-------------------------------------   ----------------------------------------
Witness Signature                       Attorney Signature

-------------------------------------   ----------------------------------------
Print Name                              Print Name


                                                                         Page 17

<PAGE>

Share Sale and Purchase Agreement                         Allens Arthur Robinson

DATE 10th October 2005

PARTIES

      1.   RIO TINTO WESTERN HOLDINGS LIMITED (Company No. 00007132) a company
           registered in the United Kingdom whose registered office is 6 St.
           James's Square, London, SW1Y 4LD (the VENDOR)

      2.   LIHIR GOLD LIMITED a company incorporated in Papua New Guinea of
           Level 7, Pacific Place, Comer Champion Parade and Musgrave Street,
           Port Moresby (the PURCHASER)

RECITALS

      A    LMC is the manager of the Lihir Project

      B    The Vendor is the beneficial owner of the Sale Shares, which comprise
           100% of the issued shares in the capital of LMC.

      C    In furtherance of an agreement by the Purchaser and the Rio Tinto
           Group to terminate the existing management arrangements in relation
           to the Lihir Project, the Vendor has agreed to sell, and the
           Purchaser has agreed to purchase, the Sale Shares on the terms set
           out in this Agreement.

      D    By letter dated 14 September 2005 to the Purchaser's solicitors,
           Blake Dawson Waldron, the Bank of Papua New Guinea granted authority
           to execute this Agreement and to give the indemnities set out herein
           under the Papua New Guinea Central Banking (Foreign Exchange and
           Gold) Regulation.

      E    On 16 September 2005, the Purchaser released a statement to the
           Australian Stock Exchange in relation to the subject matter of this
           Agreement and related matters.

IT IS AGREED as follows.

1.   DEFINITIONS AND INTERPRETATION

1.1  DEFINITIONS

     The following definitions apply unless the context requires otherwise.

     COMPLETION means completion of the sale and purchase of the Sale Shares
     under this Agreement, as provided in Clause 5.

     COMPLETION COMPONENT has the meaning given in Clause 3.3(a).

     COMPLETION DATE means 4 October 2005 or such other date as may be agreed
     between the Parties.


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Share Sale and Purchase Agreement                         Allens Arthur Robinson

     (c)  will be taken to be duly given or made:

          (i)  in the case of delivery in person, when delivered;

          (ii) in the case of delivery by post, two business days after the date
               of posting (if posted to an address in the same country) or seven
               business days after the date of posting (if posted to an address
               in another country); and

          (iii) in the case of fax, on receipt by the sender of a transmission
               result report from the despatching machine showing the relevant
               number of pages and the correct destination fax machine number or
               name of recipient and indicating that the transmission has been
               made without error,

     but if the result is that a Notice would be taken to be given or made on a
     day that is not a business day in the place to which the Notice is sent or
     at a time later than 4pm (local time), it will be taken to have been duly
     given or made at the commencement of business on the next business day in
     that place.

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

EXECUTED as an agreement.

SIGNED for and on behalf of LIHIR
GOLD LIMITED by its duly authorised
representative in the presence of:


-------------------------------------   ----------------------------------------
Witness Signature                       Authorised Representative Signature

-------------------------------------   ----------------------------------------
Print Name                              Print Name


SIGNED for and on behalf of RIO TINTO
WESTERN HOLDINGS LIMITED by its
attorney in the presence of:


/s/ Charles De Lawcey Ritchie           /s/ Stephen Ernest Nigel Creese
-------------------------------------   ----------------------------------------
Witness Signature                       Attorney Signature

CHARLES DE LAWCEY RITCHIE               STEPHEN ERNEST NIGEL CREESE
Print Name                              Print Name


                                                                         Page 17