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BLAKE DAWSON WALDRON L A W Y E R S   Lihirian Equity
Settlement Agreement Mineral Resources Development Company Limited Mineral Resources Lihir Limited Lihir Management Company Limited European Investment Bank   4th Floor
Mogoru Moto Building
(PO Box 850)
Port Moresby
Telephone: (675) 309 2000
Fax: (675) 309 2099
 Ref: DCF/RAF:020411
020411raflihir settlement agreement ex
version.doc
   © Blake Dawson Waldron 2004




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CONTENTS CONTENTS
    
    
    i1.
    
    INTERPRETATION
    
    
    21.1
    
    Definitions
    
    
    21.2
    
    Rules for interpreting this agreement
    
    
    32.
    
    CONDITION PRECEDENT TO PERFORMANCE
    
    
    32.1
    
    Obligations subject to condition
    
    
    32.2
    
    Condition
    
    
    33.
    
    INVESTMENT ACCOUNT
    
    
    33.1
    
    Establishment of the Investment Account
    
    
    33.2
    
    Approval of number of MRL Second Sale Shares
    
    
    43.3
    
    Surplus on sale of MRL Second Sale Shares
    
    
    43.4
    
    Constitution of the Lihirian Equity Committee
    
    
    43.5
    
    Information
    
    
    44.
    
    UNDERTAKINGS BY MRL
    
    
    44.1
    
    Sell-down of MRL First Sale Shares
    
    
    44.2
    
    Sell-down of MRL Second Sale Shares
    
    
    44.3
    
    Amendment of MRDC On-Lending Agreement
    
    
    54.4
    
    Application of other amounts
    
    
    54.5
    
    Standing sale instructions
    
    
    55.
    
    UNDERTAKINGS BY MRDC
    
    
    65.1
    
    Release of MRL from certain obligations
    
    
    65.2
    
    Amendment of MRDC On-Lending Agreement
    
    
    65.3
    
    Amendment of EIB Finance Contract
    
    
    65.4
    
    Application of other amounts
    
    
    66.
    
    UNDERTAKINGS BY LGL
    
    
    66.1
    
    Community Support Grant
    
    
    67.
    
    UNDERTAKINGS BY EIB
    
    
    77.1
    
    Amendment of EIB Finance Contract
    
    
    77.2
    
    Partial release of MRL Share Mortgage
    
    
    77.3
    
    Discharge of MRL Share Mortgage
    
    
    78.
    
    CONFIDENTIALITY AND ANNOUNCEMENTS
    
    
    78.1
    
    General
    
    
    78.2
    
    Lihirian Equity Committee
    
    
    89.
    
    TRUSTEE PROVISIONS
    
    
    8
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10.
    
    NOTICES
    
    
    911.
    
    AMENDMENT AND ASSIGNMENT
    
    
    912.
    
    GENERAL
    
    
    1012.1
    
    Governing law
    
    
    1012.2
    
    Liability for expenses
    
    
    1012.3
    
    Giving effect to this agreement
    
    
    1012.4
    
    Waiver of rights
    
    
    1012.5
    
    Operation of this agreement
    
    
    1012.6
    
    Counterparts
    
    
    1012.7
    
    Attorneys
    
    
    11ANNEXURE AAmendment to MRDC On-Lending Agreement
    
    
    13ANNEXURE BAmendment to EIB Finance Contract
    
    
    14ANNEXURE CPartial Release of Security
    
    
    15ANNEXURE DRelease of Security
    
    
    16
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LIHIRIAN EQUITY SETTLEMENT AGREEMENT DATE
   
6  DECEMBER,   2004PARTIES
 Mineral Resources Development Company Limitedof First Heritage Centre, Islander Way,
Waigani, NCD (MRDC) Mineral Resources Lihir Limitedof First Heritage Centre, Islander Way, Waigani, NCD (MRL) Lihir Management Company Limited as agent for and on behalf of Lihir Gold Limitedof Lihir
Island, New Ireland Province (LGL) European Investment Bankof 100 Boulevard Konrad Adenauer, Luxembourg (EIB) RECITALS  A.
    
    MRL holds 77,169,431 ordinary shares in LGL (representing 6.01% of the issued share capital)
on trust for the beneficiaries under the Trust (as defined below), who are Lihirian
landowners.B.
    
    MRL financed its acquisition of shares in LGL during 1995 in part using funds borrowed by
MRDC from EIB under the EIB Finance Contract, which were on-lent by MRDC to MRL under the MRDC
On-Lending Agreement.C.
    
    In the absence of dividend income from LGL, MRL has not been able to make repayments of
principal and payments of interest to MRDC under the MRDC On-Lending Agreement, and MRL has
not paid management fees and associated administrative costs to MRDC.D.
    
    Notwithstanding the non-payments referred to in Recital C, MRDC has made repayments of
principal due on 15 December 2001 and 15 December 2002 to EIB and paid interest to EIB under
the EIB Finance Contract.E.
    
    EIB agreed to reschedule to 30 June 2004 the instalment of principal and related interest
which was due to be repaid by MRDC to EIB on 15 December 2003 (the 15 December 2003
instalment).F.
    
    LGL has paid MRDC from the LGL Community Support Grant (as defined below) an amount equal to
the 15 December 2003 instalment and MRDC has paid this amount to EIB on 30 June 2004.G.
    
    EIB has agreed to waive any penalty interest payment, which would otherwise have been due
from MRDC as a result of the late payment of the 15 December 2003 instalment.H.
    
    It is intended that the instalment of principal and related interest due to be repaid to EIB
on 15 December 2004 will come partly from the residual amount of LGLs community support
grant, and partly from a sale by MRL of sufficient of its shares in LGL to meet the shortfall
between LGLs community support grant and the amount required for the
repayment of this instalment of principal to EIB, in the manner provided for in this
agreement. 1




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I.
    
    Another purpose of this agreement is to establish a means for MRDC to meet its liability to
repay the further instalments of principal and pay interest under the EIB Finance Contract,
through the setting up and funding of an investment account in the name of EIB. This purpose
is dependent upon the parties mutually carrying out their undertakings in this agreement. OPERATIVE PROVISIONS 
  1.
    
    INTERPRETATION 
  1.1
    
    DefinitionsThe following definitions apply in this agreement.Completion of Selldown has the meaning given in clause 4.1(d).EIB Finance Contract means the Finance Contract dated 28 December 1995 (as amended)
between EIB (as lender) and MRDC (as borrower).Euros means the currency of the European Union.Investment Account means a Euro-denominated bank account held by EIB in accordance with
the terms of this agreement.LGL Community Support Grant means the voluntary grant paid and to be paid by LGL to MRL
under clause 6.1(b).Lihirian Equity Committee means the committee referred to in clause 3.4 and schedule 1.MRDC On-Lending Agreement means the On-Lending Agreement dated 12 July 1996 between MRDC
(as lender) and MRL (as borrower).MRL First Sale Shares means such number of ordinary shares in LGL the net proceeds of sale
of which together with the balance of the LGL Community Support Grant is sufficient for MRL
to meet the repayment of principal and payment of interest due to MRDC on 15 December 2004.MRL Share Mortgage means the Share Mortgage (LGL Shares) dated 14 January 1998 between MRL
(as mortgagor) and EIB (as mortgagee) which is registered in Papua New Guinea as company
charge No. 10991.MRL Second Sale Shares means such number of ordinary shares in LGL the net proceeds of
sale of which together with interest earned thereon is calculated as sufficient to repay the
outstanding balance of the loan made under the EIB Finance Contract and related interest.Trust means the trust known as the Lihirian Equity Trust constituted by the Trust Deed.Trust Deed means the trust deed dated 14 August 1997 between Robin Moaina (as settlor) and
MRL (as trustee).Trust Fund means the assets of the Trust. 2




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1.2
    
    Rules for interpreting this agreementHeadings are for convenience only, and do not affect interpretation. The following rules
also apply in interpreting this agreement, except where the context makes it clear that a
rule is not intended to apply.  (a)
    
    A reference to:  (i)
    
    a document or agreement, or a provision of a document or
agreement, is to that document, agreement or provision as amended,
supplemented, replaced or novated;(ii)
    
    a party to this agreement or to any other document or agreement
includes a permitted substitute or a permitted assign of that party;(iii)
    
    a person includes any type of entity or body of persons,
whether or not it is incorporated or has a separate legal identity, and any
executor, administrator or successor in law of the person; and(iv)
    
    anything (including a right, obligation or concept) includes
each part of it.  (b)
    
    A singular word includes the plural, and vice versa.(c)
    
    A word which suggests one gender includes the other genders.(d)
    
    If a word is defined, another part of speech has a corresponding meaning. 
  2.
    
    CONDITION PRECEDENT TO PERFORMANCE 
  2.1
    
    Obligations subject to conditionThe obligations of the parties under clauses 3, 4, 5, 6 and 7 do not become binding until
the conditions set out in clause 2.2 are satisfied. 
  2.2
    
    ConditionThe conditions referred to in clause 2.1 are that:  (a)
    
    the Bank of Papua New Guinea grants exchange control authority under the
Central Banking (Foreign Exchange and Gold) Regulation for the transactions
contemplated by this agreement; and(b)
    
    MRDC notifies the other parties that it and MRL have obtained all other
approvals necessary to enter into this agreement and perform the transactions
contemplated by its terms (or alternatively that they require no other approvals to do
so). 
  3.
    
    INVESTMENT ACCOUNT 
  3.1
    
    Establishment of the Investment Account  (a)
    
    EIB will open and thereafter maintain the Investment Account as an
interest-bearing bank account denominated in Euros with UBS Warburg in London in the
name European Investment Bank-Lihirian Investment Account for the purpose of
receiving payments under clauses 4.2(d) and 4.5(d) of this agreement. 3




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(b)
    
    All interest accruing on the Investment Account will be credited to the
account.(c)
    
    The signatories on the Investment Account will be representatives of EIB. 
  3.2
    
    Approval of number of MRL Second Sale SharesAt least 12 hours before giving instructions to sell the MRL Second Sale Shares, MRL must
notify EIB by fax with a pro-forma calculation of the number of the MRL Second Sale Shares.
EIB may (but is not obliged to) approve the pro forma calculation of the number of the MRL
Second Sale Shares, such approval to be signified by notice by fax to MRDC. Once EIB has
given such approval, the number of MRL Second Sale Shares can be varied and finalised by MRL
in consultation with its broker. 
  3.3
    
    Surplus on sale of MRL Second Sale SharesIf after completion of the sale of the MRL Second Sale Shares the parties agree that there
are any surplus funds not required for credit to the Investment Account in order to
establish a balance sufficient for the purpose contemplated in the definition of MRL Second
Sale Shares, the surplus must be retained by the broker and paid to MRL to be held in
accordance with the terms of the Trust. 
  3.4
    
    Constitution of the Lihirian Equity CommitteeA Lihirian Equity Committee is established as provided in schedule 1. 
  3.5
    
    InformationEIB will provide MRDC with copies of any information, such as account statements, which it
receives in relation to the Investment Account. 
  4.
    
    UNDERTAKINGS BY MRL 
  4.1
    
    Sell-down of MRL First Sale Shares  (a)
    
    MRL will forthwith engage a broker to sell the MRL First Sale Shares on its
behalf prior to 15 December 2004.(b)
    
    MRL will seek to obtain the best price reasonably obtainable on market for the
MRL First Sale Shares.(c)
    
    The instructions given to the broker pursuant to paragraph (a) must be approved
by the Lihirian Equity Committee and permit the sale of the number of shares required
by the definition of MRL First Sale Shares.(d)
    
    The net proceeds of sale of the MRL First Sale Shares will be paid to MRDC, and
MRDC will apply these funds to repayment of the instalment of principal and related
interest due to EIB on 15 December 2004 under the EIB Finance Contract. 
  4.2
    
    Sell-down of MRL Second Sale Shares  (a)
    
    MRL will forthwith engage a broker to sell on its behalf, and to accept (as its
sales agent) payment of the purchase price into its brokers bank account for, the MRL
Second Sale Shares and may instruct that broker to sell the MRL Second Sale 4




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Shares in one or more lots no later than 7 December 2005 or such later date as may be agreed by
EIB.(b)
    
    MRL will seek to obtain the best price reasonably obtainable on market for the
MRL Second Sale Shares.(c)
    
    The instructions given to the broker pursuant to paragraph (a) must be approved
by the Lihirian Equity Committee and reflect the purpose for which the MRL Second Sale
Shares are to be sold.(d)
    
    MRL will instruct the broker to pay directly from the brokers bank account
into the Investment Account, on the same day as the MRL Second Sale Shares are sold,
the net proceeds of sale of the MRL Second Sale Shares (less any surplus agreed
pursuant to clause 3.3 above) with such net proceeds having first been converted into
Euros.(e)
    
    For the purposes of this agreement, Completion of the Selldownoccurs when
MRL has sold the MRL Second Sale Shares. 
  4.3
    
    Amendment of MRDC On-Lending AgreementMRL agrees with MRDC to amend the MRDC On-Lending Agreement in the manner set out
in Annexure A forthwith after execution of this document. 
  4.4
    
    Application of other amountsMRL agrees to apply the amounts received from LGL referred to in clause 6.1 only for the
purposes described in that clause. 
  4.5
    
    Standing sale instructions  (a)
    
    Notwithstanding the provisions of clauses 4.1 and 4.2, MRL will, after
execution of this document, give standing instructions to the broker referred to in
clause 4.1(a) (before the sale of the MRL First Sale Shares) or clause 4.2(a) (after
the sale of the MRL First Sale Shares) to sell a number of its ordinary shares in LGL
in circumstances where both:  (i)
    
    the net proceeds of sale of the shares together with interest
earned thereon is calculated as sufficient to repay the outstanding balance of
the loan made under the EIB Finance Contract and related interest; and(ii)
    
    the number of shares that would remain held by MRL after selling
the shares referred to in paragraph (i) would equal or exceed 5.2% of the total
issued ordinary shares of LGL.  (b)
    
    The terms of the standing instructions referred to in paragraph (a) must be
approved by the Lihirian Equity Committee.  (c)
    
    Prior to the sale of the MRL First Sale Shares, the calculation referred to in
paragraph (a) must take account of the availability of the balance of the LGL Community
Support Grant. 5




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(d)
    
    If the conditions referred to in paragraph (a) are satisfied, then the proceeds
will be converted into Euros and paid directly from the brokers bank account into the
Investment Account.(e)
    
    If as a result of a sale of shares in LGL pursuant to this clause 4.5 there are
sufficient funds in the Investment Account for the purpose contemplated in the
definition of MRL Second Sale Shares, any remaining obligation of MRL to sell its
ordinary shares in LGL under clause 4.1 or 4.2 will be taken to have been satisfied.(f)
    
    MRL acknowledges that nothing in this document obliges LGL to issue shares to
MRL including, without limitation, if the circumstances referred to in clause 4.5(a) do
not occur. 
  5.
    
    UNDERTAKINGS BY MRDC 
  5.1
    
    Release of MRL from certain obligationsUpon Completion of the Selldown, MRDC hereby releases MRL from all liability, whether
arising under the MRDC On-Lending Agreement or otherwise, arising out of the following
obligations:  (a)
    
    all principal and interest payments due or made up to and including 15 December
2002 (inclusive); and(b)
    
    management fees and associated administrative costs incurred prior to
establishment of the Investment Account. 
  5.2
    
    Amendment of MRDC On-Lending AgreementMRDC agrees with MRL to amend the MRDC On-Lending Agreement in the manner set out in
Annexure A forthwith after execution of this document. 
  5.3
    
    Amendment of EIB Finance ContractMRDC agrees with EIB to amend the EIB Finance Contract in the manner set out in Annexure B
forthwith after execution of this document. 
  5.4
    
    Application of other amountsMRDC agrees to apply the amounts received from MRL referred to in clause 6.1 only for the
purposes described in that clause. 
  6.
    
    UNDERTAKINGS BY LGL 
  6.1
    
    Community Support GrantLGL agrees to give to MRL the following amounts by way of a voluntary community support
grant (of which the parts referred to in paragraphs (a) and (b)(i) have already been paid):  (a)
    
    K3,532,759 (which MRL directs be paid to MRDC) representing 50% of the debt
incurred by MRL to MRDC resulting from the repayment made to EIB in December 2002; and 6




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(b)
    
    a total of US$2,635,000 to be paid in the following order to the extent that
this amount is sufficient:  (i)
    
    by 30 June 2004, an amount equal to the outstanding amount of
principal and interest payable by MRDC under the EIB Finance Contract up to 30
June 2004; and(ii)
    
    by 15 December 2004, the balance applied to the principal and
interest payable under the EIB Finance Contract up to 15 December 2004. 
  7.
    
    UNDERTAKINGS BY EIB 
  7.1
    
    Amendment of EIB Finance ContractEIB agrees with MRDC to amend the EIB Finance Contract substantially in the manner set out
in Annexure B forthwith after execution of this document. 
  7.2
    
    Partial release of MRL Share MortgageUpon the sale of the MRL First Sale Shares and upon each sale of a portion of the MRL Second
Sale Shares (if these shares are sold in more than one lot) other than the last sale, EIB
will release the MRL First Sale Shares and (as the case may be) the number of MRL Second
Sale Shares comprising the portion that is being sold at that time from the MRL Share
Mortgage in the form of the Partial Release of Security set out in Annexure C. 
  7.3
    
    Discharge of MRL Share MortgageUpon the sale or last sale (as the case may be) of the MRL Second Sale Shares, the net sale
proceeds of which, once deposited into the Investment Account (and aggregated with any
existing balance on the Investment Account), are sufficient for the purpose contemplated in
the definition of MRL Second Sale Shares, EIB will release all the Mortgaged Property (as
defined) from the MRL Share Mortgage and discharge MRL and MRDC from all liability under the
MRL Share Mortgage (save for the liabilities assumed by MRDC and MRL under Article 7 of the
MRL Share Mortgage) in the form of the Release of Security set out in Annexure D. 
  8.
    
    CONFIDENTIALITY AND ANNOUNCEMENTS 
  8.1
    
    GeneralEach party must treat the existence and terms of this agreement confidentially and no
announcement or communication relating to the negotiations of the parties, the existence,
subject matter or terms of this agreement or the manner of its implementation may be made or
authorised by a party:  (a)
    
    unless the other parties have first given their written approval;(b)
    
    the disclosure is to the partys employees, consultants, professional advisers,
bankers, financial advisers or financiers or to a person whose consent is required
under this agreement or for a transaction contemplated by it and those persons
undertake to keep confidential any information so disclosed; or 7




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(c)
    
    the disclosure is made to comply with any applicable law or requirement of any
government agency or regulatory body (including any relevant stock exchange). 
  8.2
    
    Lihirian Equity CommitteeWithout limiting the generality of clause 8.1, the parties acknowledge that the activities
of the Lihirian Equity Committee are subject to the provisions of clause 8.1. 
  9.
    
    TRUSTEE PROVISIONSMRL (both in its own right and as trustee of the Trust) represents and warrants to the other
parties that:  (a)
    
    (status of Trust) the Trust is duly constituted and has not terminated, nor has
the date or any event occurred for the vesting of the Trust Fund;(b)
    
    (status as trustee) it is the sole trustee of the Trust, it has not given any
notice of resignation and no action has been taken to remove it or to appoint an
additional trustee of the Trust;(c)
    
    (trust power) it has full legal capacity and power under the Trust Deed to:  (i)
    
    own the Trust Fund and carry on the business of the Trust as it
is now being conducted; and(ii)
    
    enter into this agreement and to carry out the transactions that
this agreement contemplates,  as trustee of the Trust;(d)
    
    (trust authority) all action that is necessary or desirable under the Trust
Deed or at law to:  (i)
    
    authorise its entry into this agreement and its carrying out the
transactions that this agreement contemplates;(ii)
    
    ensure that this agreement is legal, valid and binding on it as
trustee of the Trust and admissible in evidence against it in that capacity; and(iii)
    
    enable it to properly carry on the business of the Trust,  has been taken;(e)
    
    (benefit of beneficiaries) it is entering into this agreement as part of the
proper administration of the Trust, for the commercial benefit of the Trust and for the
benefit of the beneficiaries of the Trust;(f)
    
    (right of indemnity):  (i)
    
    it has the right to be fully indemnified out of the Trust Fund in
relation to this agreement, and the right has not been modified, released or
diminished in any way;(ii)
    
    the Trust Fund is sufficient to satisfy that right in full; 8




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(iii)
    
    it has not released or disposed of its equitable lien over the
Trust Fund; and(iv)
    
    it has the right to be fully indemnified by the beneficiaries in
relation to its obligations under this agreement;  (g)
    
    (terms of Trust) it has disclosed to the other parties full particulars of the
Trust and of any other trust or fiduciary relationship affecting the Trust Fund and,
without limiting this, has given the other parties a complete and up-to-date copy of
the Trust Deed;(h)
    
    (no breach) it is not in breach of any of its obligations as trustee of the
Trust, whether under the Trust Deed or otherwise; and(i)
    
    (no resettlement) no part of the Trust Fund has been resettled, set aside or
transferred to any other person, whether as trustee or otherwise, or mixed with any
other property. 
  10.
    
    NOTICES  (a)
    
    A notice, consent or other communication under this agreement is only effective
if it is in writing, signed and either left at the addressees address or sent to the
addressee by mail or fax. If it is sent by mail, it is taken to have been received 3
working days after it is posted. If it is sent by fax, it is taken to have been
received when the addressee actually receives it in full and in legible form.(b)
    
    A persons address and fax number are those set out below, or as the person
notifies the sender: MRDC Address
    
    1st Floor, First Heritage Centre, Waigani Drive, Waigani NCDPostal Address:
    
    PO Box 1076, Port Moresby, NCD, Papua New GuineaFax number:
    
    + 675 325 2633MRL Address:
    
    1st Floor, First Heritage Centre, Waigani Drive, Waigani NCDPostal Address:
    
    PO Box 1076, Port Moresby, NCD, Papua New GuineaFax number:
    
    + 675 325 2633LGL Address:
    
    7th Floor, Pacific Place, corner Douglas Street and Champion Parade, Port Moresby NCDPostal Address:
    
    PO Box 789, Port Moresby, NCDFax number:
    
    + 675 321 4705EIB Address:
    
    100 Boulevard Konrad AdenauerPostal Address:
    
    L-2950 LuxembourgFax number:
    
    +352 43 77 04
 
  11.
    
    AMENDMENT AND ASSIGNMENT  (a)
    
    This agreement can only be amended, supplemented, replaced or novated by
another agreement signed by the parties.(b)
    
    A party may only dispose of, declare a trust over or otherwise create an
interest in its rights under this agreement with the consent of each other party. 9




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12.
    
    GENERAL 
  12.1
    
    Governing lawThis agreement is governed by the law in force in Papua New Guinea. 
  12.2
    
    Liability for expensesEach party must pay its own expenses incurred in negotiating,
executing, stamping and registering this agreement. 
  12.3
    
    Giving effect to this agreementEach party must do anything (including execute any document), and must ensure that its
employees and agents do anything (including execute any document), that the other party may
reasonably require to give full effect to this agreement. 
  12.4
    
    Waiver of rightsA right may only be waived in writing, signed by the party giving the waiver, and:  (a)
    
    no other conduct of a party (including a failure to exercise, or delay in
exercising, the right) operates as a waiver of the right or otherwise prevents the
exercise of the right;(b)
    
    a waiver of a right on one or more occasions does not operate as a waiver of
that right if it arises again; and(c)
    
    the exercise of a right does not prevent any further exercise of that right or
of any other right. 
  12.5
    
    Operation of this agreement  (a)
    
    This agreement contains the entire agreement between the parties about the
particular matters it covers. Any previous understanding, agreement, representation or
warranty relating to those matters (in particular clauses 1,2,3 and 4 of the Heads of
Agreement dated 28 March 2003 between some of the parties) is replaced by this
agreement and has no further effect.(b)
    
    Any right that a person may have under this agreement is in addition to, and
does not replace or limit, any other right that the person may have.(c)
    
    Any provision of this agreement which is unenforceable or partly unenforceable
is, where possible, to be severed to the extent necessary to make this agreement
enforceable, unless this would materially change the intended effect of this agreement. 
  12.6
    
    CounterpartsThis agreement may be executed in counterparts. 10




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12.7
    
    AttorneysEach person who executes this agreement on behalf of a party under a power of attorney
declares that he or she is not aware of any fact or circumstance that might affect his or
her authority to do so under that power of attorney. 11




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SCHEDULE 1 (clause 3.4) PURPOSE AND RULES OF THE LIHIRIAN EQUITY COMMITTEE  1.
    
    PURPOSE OF THE LIHIRIAN EQUITY COMMITTEEThe purposes of the Lihirian Equity Committee are to:  (a)
    
    provide a means for MRL, MRDC and LGL to approve the terms of the sale of the
MRL First Sale Shares and MRL Second Sale Shares;(b)
    
    approve the terms of standing instructions for the purpose of clause 4.5;(c)
    
    make requests of and recommendations to EIB in relation to the Investment
Account; and(d)
    
    perform such other activities as may be determined by it from time to time.  2.
    
    REPRESENTATIONThe Lihirian Equity Committee comprises 3 representatives, one of which is appointed by
notice in writing to MRL by each of:  (a)
    
    MRL;(a)
    
    MRDC; and(b)
    
    Lihir Management Company Ltd (in its own right and not as agent for LGL),(each a Representative). The party appointing a Representative may at any time by notice
to MRL revoke the Representatives appointment and appoint another person as its
Representative instead.  3.
    
    CASUAL APPOINTMENTIf a Representative is unable to attend a particular meeting of the Lihirian Equity
Committee, the party which appointed that Representative must by notice in writing to MRL
appoint an alternative Representative to act at the meeting identified in the notice of
appointment. The person so appointed shall have all of the powers and privileges of the
Representative that made the appointment.4.
    
    PROCEEDINGS OF THE LIHIRIAN EQUITY COMMITTEE4.1
    
    Mode of meetingThe Lihirian Equity Committee may meet in person or by telephone or other instantaneous
means of conferring for the dispatch of business (or by any combination of those means)
which allows each person present to hear and be heard by each other person present, and
adjourn and otherwise regulate its meetings as it determines. 12




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4.2
    
    QuorumThe quorum for a meeting of the Lihirian Equity Committee is all three Representatives
(including any casual appointment made in accordance with paragraph 3).4.3
    
    Notice of meetingNotice of each meeting of the Lihirian Equity Committee:  (a)
    
    must be given to each Representative; and(b)
    
    may be given by telephone or facsimile message.  4.4
    
    Place of meetingWhere the Lihirian Equity Committee holds a meeting solely or partly by telephone or other
instantaneous means of conferring, the meeting is to be treated as held at the place at
which at least one of the representatives present at the meeting is physically located as is
agreed by those representatives present at the meeting.4.5
    
    Period of noticeThe Lihirian Equity Committee may determine the period of notice (unless waived by a
majority of the representatives to whom notice of a particular meeting is sent) for each
meeting of the Lihirian Equity Committee which, until otherwise determined, is 24 hours.4.6
    
    Convening of Committee meetingAny Representative may at any time convene a meeting of the Lihirian Equity Committee.4.7
    
    Unanimous decisionsEvery question and resolution dealt with at a meeting of the Lihirian Equity Committee is to
be decided by an unanimous vote of the Representatives.4.8
    
    Written resolution of RepresentativesIf all the Representatives sign a document to the effect that they support a resolution (the
terms of which are set out in the document), a resolution in those terms is for all purposes
treated as having been passed at a duly convened meeting of the Lihirian Equity Committee
held on the date and at the time when the last Representative signs the document.4.9
    
    Several documents sufficeFor the purpose of paragraph 4.8:  (a)
    
    two or more separate documents in identical terms each of which is signed by
one or more Representatives are treated as one document;(b)
    
    an email or facsimile message containing the text of the document expressed to
have been signed by a Representative and sent to the other Representatives is a
document signed by that Representative at the time of its receipt.4.10
    
    Other procedures 13




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Except as provided in this schedule, the Lihirian Equity Committee may determine its own
procedures. EXECUTEDas an agreement. THE COMMON SEALof Mineral Resources
Development Company Limited, the fixing of
which was witnessed by:Signature of director
    
    Signature of director/secretaryName
    
    NameTHE COMMON SEALof Mineral Resources
Lihir Limited, the fixing of which was
witnessed by:Signature of director
    
    Signature of director/secretaryName
    
    NameTHE COMMON SEALof Lihir Management
Company Limited, the fixing of which was
witnessed by:Signature of director
    
    Signature of director/secretaryName
    
    Name
 14




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SIGNEDby
an authorised officer of the European
Investment Bankin the presence of:Signature of partySignature of witness
    
    NameName
 15




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ANNEXURE A Amendment to MRDC On-Lending Agreement Mineral Resources Lihir Limited
1st Floor, First Heritage Centre
Waigani Drive
Waigani NCD, Papua New Guinea
For the attention of Seno Wekina  Subject:
    
    Lihir Gold Project- On-Lending Agreement dated 12 July 1996  Re:
    
    Finance Contract between the European Investment Bank and
Mineral Resources Development Company Limited (MRDC) and Mineral
Resources Lihir Limited (MRL) dated Port Moresby and Luxembourg,
28th December 1995 as amended by modifications dated
26th February 1997 and [                    ] 2004 (the Finance Contract)On-Lending Agreement between MRDC and MRL dated 12 July 1996 (On-Lending Agreement)  
 Dear Sir, We refer to recent discussions concerning certain amendments to the above-mentioned On-Lending
Agreement and are pleased to confirm that MRDC agrees to these amendments in the following
terms. Unless the context requires otherwise, terms and phrases used in the On-Lending
Agreement and the Finance Contract have the same meaning herein. Recital The following two new recitals shall be added after the last recital on page 1: AND WHEREAS EIB has financed the Funded Shareholding which amounts to 4.72%
of the share capital of LGL. AND WHEREAS in accordance with the Lihirian Equity Settlement Agreement between EIB,
MRDC, the Borrower and Lihir Management Company Limited dated [ ] 2004 (the
Settlement Agreement), LGL agreed to make a voluntary contribution described as a
community support grant to the Borrower to be utilized by the Borrower in part to
meet its obligation under this Agreement to pay the instalment of principal which was due
on 15 December 2003 together with interest thereon to the order of MRDC. The remainder of
the community support grant will be utilised by the Borrower for the purpose of meeting
part of the instalment of principal and related interest due on 15 December 2004. In
addition, the Borrower has decided to sell part of the Funded Shareholding in two
tranches, the first prior to 15 December 2004 for the purpose of meeting the balance of
the instalment of principal and related interest which was due on 15 December 2004 and
the second no later than 7 December 2005 (or 16




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such later date as may be agreed by EIB) for the purpose of establishing a new repayment
mechanism for the repayment of the outstanding balance of the MRDC Credit and related
interest to the order of MRDC so as to enable MRDC to pay the outstanding balance of the
Loan and related interest owed by it to EIB under the Finance Contract. An investment
account (hereinafter referred to as Investment Account) denominated in euros will be
set up which will be credited with the net proceeds of the sale of such number of
ordinary shares in LGL that together with interest earned thereon is calculated as
sufficient to repay the outstanding balance of the Loan in accordance with the
Amortisation Table contained in Schedule C of the Finance Contract and related interest
thereon. Clause 4- Interest After the final paragraph of clause 4, the following paragraph is inserted: On and from 15 December 2005, MRDC agrees that each interest payment under the
foregoing paragraphs will be satisfied by direct payment by the Borrower out of the
Investment Account to EIB in satisfaction of MRDCs corresponding interest payment
obligation to EIB under Article 3.01 of the Finance Contract. Clause 5- Repayment Clause 5 shall be deleted in its entirety and replaced by the following:  A.
    
    The Borrower shall repay any amount outstanding at 15 December 2003 under the
On-Lending Agreement to MRDC or to MRDCs order (as the case may be) in thirteen
annual instalments on the dates and in the percentages listed in Schedule C of the
Finance Contract.B.
    
    If, as a result of the sale by the Borrower of any part of the Funded
Shareholding, MRDC shall become obliged to pay additional sums to EIB under the
terms of Article 4.02 of the Finance Contract, the Borrower shall pay or reimburse
MRDC such additional amount as MRDC is obliged to pay to EIB under the Finance
Contract in consequence of such event.C.
    
    On and from 15 December 2005, repayments under the foregoing paragraphs will
be satisfied pro tanto by direct payment by the Borrower out of the Investment
Account to EIB in satisfaction of MRDCs corresponding repayment obligations to EIB
under Article 4.02(1) of the Finance Contract.. Article 13- Addresses The address for MRDC and the Borrower for the purposes of clause 13 is as follows: 1st Floor
First Heritage Centre
Islander Way
Waigani
(PO Box 1076
Port Moresby)
Papua New Guinea 17




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Would you kindly signify your acceptance of the above amendments by signing and returning a
copy of this letter. Yours faithfully,
MINERAL RESOURCES DEVELOPMENT COMPANY LIMITED Agreed and accepted for and on behalf of
MINERAL RESOURCES LIHIR LIMITED (name and title of authorized signatory)Date: 18




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ANNEXURE B Amendment to EIB Finance Contract By courier
 Mineral Resources Development
Company Limited1st Floor, First Heritage Centre
Waigani Drive
Waigani NCD, Papua New Guinea For the attention of Seno Wekina  Cc:
    
    Mineral Resources Lihir Limited
1stFloor, First Heritage Centre
Waigani Drive
Waigani NCD, Papua New Guinea   Luxembourg, [] [</>] 2004
    
    JU/CF/wec
    
    N°
  Subject:
    
    Lihir Gold Mine Project-B (FI No. 7.1041)
  (Risk Capital Resources) Finance Contract between the European Investment Bank and Mineral Resources
Development Company Limited and Mineral Resources Lihir Limited (MRL) dated
Port Moresby and Luxembourg, 28th December 1995 as amended by
modification dated 26th February 1997
 Dear Sir, We refer to recent discussions concerning certain amendments to the above mentioned Finance
Contract and are pleased to confirm that the Bank agrees to these amendments in the following
terms. Terms and phrases used in the Finance Contract have the same meaning herein. Recital The following new recital shall be added after the last recital on page 4: THE BANK has financed the Funded Shareholding which amounts to 4.72% of the share
capital of LGL and represents 60 571 550 shares. In accordance with the Lihirian Equity
Settlement Agreement between the Bank, THE BORROWER, MRL and Lihir Management Company
Limited dated [ ] 2004 (the Settlement Agreement), LGL has agreed to make
a voluntary contribution of the equivalent in euros of USD 2 635 000 (the Community
Support Grant) to MRL part of which MRL has utilized to meet its payment obligations to
THE BORROWER under the Onlending Agreement 19




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and THE BORROWER has, in turn, utilized to meet its obligations under this Contract to
pay the instalment of principal which was due on 15 December 2003, together with interest
as described in Article 4.02(1). The remainder of the Community Support Grant will be
utilised by MRL for the purpose of meeting part of the instalment of principal and
related interest due on 15 December 2004 under this Contract. In addition MRL has decided
to sell part of the Funded Shareholding in two tranches, the first prior to 15 December
2004 for the purpose of meeting the balance of the instalment of principal and related
interest due on 15 December 2004 and the second no later than 7 December 2005 (or such
later date as may be agreed by EIB) for the purpose of establishing a new repayment
mechanism for the repayment of the outstanding balance of the Loan and related interest.
An investment account denominated in euros will be set up which will be credited with the
net proceeds of the sale by MRL of such number of ordinary shares in LGL that together
with interest earned thereon is calculated as sufficient to repay the outstanding balance
of the Loan and related interest. Article 3.01 The last paragraph of Article 3.01 shall be deleted in its entirety and replaced by the
following: Interest shall be payable annually in arrear on the date specified in Article 5.03 and
out of the Investment Account as referred to in Article 4.02(1). Article 4.02 The heading of
Article 4.02 Normal Repayment and Compulsory Early
Repayment shall be
deleted and replaced by Scheduled Repayment, Further Sale(s) of Funded Shareholding and
Capital Gains. Article 4.02(1) Article 4.02(1) shall be deleted in its entirety and replaced by the following:  (1)
    
    Scheduled Repayment Subject to article 9, THE BORROWER shall repay the loan by fifteen annual
instalments beginning on 15th December 2001, in accordance with the
Amortisation Table contained in Schedule C and as further set out below:  (i)
    
    THE BANK acknowledges receipt of payment in full of
principal and related interest in respect of the first three instalments
of the Loan that were due on 15th December 2001, 2002 and 2003,
respectively, it being noted that in respect of the third instalment due
on 15th December 2003, which was paid by MRL from part of the
Community Support Grant, THE BANK has waived the application of Article
3.02 (Interest on Overdue Sums) which would otherwise have been applicable
as a result of this payment being overdue for the period from
15th December 2003 to 30 June 2004 inclusive.(ii)
    
    Subject to Article 9, THE BORROWER shall, notwithstanding
that for the last eleven instalments the money deposited in the Investment
Account (as defined in Article 4.02(1)(iv) below) may not be sufficient 20




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to cover the remaining instalments, repay the outstanding balance of the
Loan by twelve annual instalments beginning on 15th December
2004 in accordance with the Amortisation Table contained in Schedule C.  (iii)
    
    The annual instalment due on 15th December
2004 shall be payable out of the balance of the Community Support Grant
and the Net Proceeds (as defined in Article 4.02(2)(ii)) of the sale prior
to 15 December 2004 of such number of ordinary shares in LGL (which
represents part of the Funded Shareholding) that together with the balance
of the Community Support Grant is sufficient to repay the outstanding
principal and related interest in respect thereof.(iv)
    
    The annual instalment due on 15th December 2005
and the subsequent annual instalments shall be payable out of a bank
account denominated in euros to be held by UBS Warburg in London (the
Investment Account),.which Investment Account shall be opened in the
name, and be under the sole control, of the EIB. The Investment Account
shall be credited no later than 7 December 2005 (or such later date as may
be agreed by EIB) with the Net Proceeds (as defined in Article
4.02(2)(ii)) of the sale of such number of ordinary shares in LGL (which
represents part of the Funded Shareholding) that together with interest
earned thereon is calculated as sufficient to repay the outstanding
balance of the Loan and related interest. For the avoidance of any doubt,
if for any reason the funds available on the Investment Account are at any
time and from time to time insufficient to meet any annual instalment (or
any other payment obligation whatsover or howsoever under this Contract)
then THE BORROWER shall be obliged on each such occasion to pay the
shortfall from other sources in order to meet in full its payment
obligations under this Contract.(v)
    
    Any balance in the Investment Account after repayment of
the Loan and related interest shall be held by MRL on trust for the
benefit of the Lihirian people. Article 4.02(2) Articles 4.02(2)(i), (ii), (iii) and (iv) shall be deleted in their entirety and replaced by
the following:  (2)
    
     Further Sale(s) of Funded Shareholding and Capital
Gains  (i)
    
    If following the second sale of part of the Funded
Shareholding referred to in Article 4.02(1)(iv) (in order that the Net
Proceeds -as defined in Article 4.02(ii) below  can be credited to the
aforesaid Investment Account), MRL from time to time further sells or
otherwise disposes of the balance (or any part thereof) of the Funded
Shareholding, THE BORROWER shall so inform THE BANK on each such occasion
and MRL shall hold the Net Proceeds of the sale (or the aggregate Net
Proceeds of each such sale if more than one) on trust for the benefit of
the Lihirian people. 21




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If such further sale(s) or disposal(s) of the balance of the Funded
Shareholding results in a Capital Gain (as defined in Article
4.02(2)(ii) below), THE BORROWER shall on each such occasion pay THE
BANK the equivalent in euros of 50% of the Capital Gain.THE BORROWER and MRL undertake to fully apply the remaining 50% of any
such Capital Gain (or Capital Gains) for purposes of benefit to the
Lihirian people, as such group is defined in the LGM Agreement in
accordance with the terms of the LGM Agreement and any trust created
pursuant to it.  (ii)
    
    For the purposes of this Article 4.02:Net Proceeds means any capital sum received by MRL on sale or other
disposal of the Funded Shareholding (less all costs of sale and
incidental taxes); Provided that if THE BANK considers that the Funded
Shareholding has been transferred without consideration or for a
consideration materially below the fair and current market value as
between a willing buyer and a willing seller, THE BORROWER shall, at the
request of and without expense to THE BANK, procure that MRLs auditors
or those of LGL express their opinion on the fair and current market
value of such Funded Shareholding as at the date of disposal and MRL
shall be deemed to have received as consideration for such disposal an
amount equal to such fair value as reflected in the auditors opinion
(less all notional costs of sale and taxes as above); andCapital Gain in respect of the Funded Shareholding means the excess of
the disposal proceeds per share (measured in USD) over the Base Issue
Price (of USD 1.11). Article 4.02(3) Article 4.02(3) shall be deleted in its entirety. Article 6.09(d) Article 6.09(d) shall be deleted in its entirety and replaced by the following: inform THE BANK in advance of any proposed or actual transfer or sale of the Lihirian
Interest. Article 6.13 Article 6.13 shall be deleted in its entirety and replaced by the following: After all amounts due under the Contract to THE BANK have been paid, any remaining
balance in the Investment Account shall be held on trust for the benefit of the Lihirian
people.. Article 7.02(d) Article 7.02(d) shall be deleted in its entirety and replaced by the following: 22




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informs THE BANK immediately and makes itself and MRL available for consultation upon
becoming aware of any decision to transfer or sell the whole or any part of MRLs
shareholding in LGL. Article 9.01(j) A new Event of Default shall be added at Article 9.01A(j) as follows:  (j)
    
    if the Borrower and/or MRL fails to cause the Investment Account (as defined in
Article 4.02(1)(iv) above) to be credited:  (i)
    
    with the Net Proceeds (as defined in Article 4.02(2)(ii) above)
of the sale (or each sale if more than one) of ordinary shares in LGL (which
represents part of the Funded Shareholding) sold pursuant to Article
4.02(1)(iv) on the same day as such shares are sold; and/or(ii)
    
    by no later than 7 December 2005 with Net Proceeds which,
having been aggregated with any existing balance on the Investment Account, and
together with interest earned thereon, are sufficient to repay the outstanding
balance of the Loan and related interest in accordance with Article
4.02(1)(iv); and Article 11.01 The address for MRL and THE BORROWER for the purposes of clause 11.01 is as follows: 1st Floor
First Heritage Centre
Islander Way
Waigani
(PO Box 1076
Port Moresby)
Papua New Guinea Facsimile: 675 325 2633 Would you kindly signify your acceptance of the above amendments by signing the four (4)
enclosed copies of this letter at the point indicated below and returning two (2) of them to
THE BANK. Yours faithfully, EUROPEAN INVESTMENT BANK David Crush
    
    R. Otte
 23




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Agreed and accepted for and on behalf of
MINERAL RESOURCES DEVELOPMENT COMPANY LIMITED(name and title of authorized signatory)Date:Agreed and accepted for and on behalf of
MINERAL RESOURCES LIHIR LIMITED(name and title of authorized signatory)Date:
 24




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ANNEXURE C 
 Partial Release of Security Partial Release ofSecurity European Investment Bank Mineral Resources Lihir Limited Mineral Resources Development Company Limited   4thFloorMogoru Moto Building(PO Box 850)Port Moresby
Telephone: (675) 309 2000
Fax: (675) 309 2099
 Re: DCF/RAF:020411
112478305




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CONTENTS CONTENTS
    
    
    
    
    i1.
    
    INTERPRETATION
    
    
    21.1
    
    Definitions
    
    
    21.2
    
    Rules for interpreting this document
    
    
    22.
    
    RELEASE
    
    
    32.1
    
    Release and discharge
    
    
    32.2
    
    No effect on Facility Agreement
    
    
    32.3
    
    No effect on continuing security, obligations and rights under MRL Share Mortgage
    
    
    33.
    
    GENERAL
    
    
    43.1
    
    Governing law
    
    
    43.2
    
    Liability for costs and taxes
    
    
    43.3
    
    Giving effect to this document
    
    
    43.4
    
    Counterparts
    
    
    43.5
    
    Attorneys
    
    
    4
 i




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PARTIAL RELEASE OF SECURITY DATE
    
    2004
 PARTIES  European Investment Bankof 100 Boulevard Konrad Adenauer, Luxembourg
(Mortgagee)Minerals Resources Lihir Limitedof First Heritage Centre, Islander Way, Waigani, NCD
(Mortgagor)Mineral Resources Development Company Limitedof First Heritage Centre, Islander Way,
Waigani, NCD (Borrower) RECITALS  A.
    
    The Mortgaged Property has been provided as security by the Mortgagor in favour of the
Mortgagee.B.
    
    Pursuant to the terms of clause 7.2 of the Lihirian Equity Settlement Agreement (and in
pursuance of the mutual undertakings of the parties contained therein), the Mortgagee has
agreed to a partial release from the Mortgaged Property, (together with the related
liabilities of the Mortgagor and the Borrower under the MRL Share Mortgage), of certain shares
referred to in the Lihirian Equity Settlement Agreement.C.
    
    This Release is the form of release, for the purpose of Recital B above, annexed at Schedule
C of the Lihirian Equity Settlement Agreement. OPERATIVE PROVISIONS 
  1
    
    INTERPRETATION 
  1.1
    
    DefinitionsThe definitions in the MRL Share Mortgage apply to this document and in addition the
following definitions apply:"Lihirian Equity Settlement Agreement means the Lihirian Equity Settlement Agreement
between the Mortgagee, the Mortgagor, the Borrower and Lihir Management Company Limited
dated [ ] 2004."MRL Share Mortgage means the Share Mortgage between the parties dated 14 January 1998
which is registered in Papua New Guinea as company charge No.10991. 
  1.2
    
    Rules for interpreting this documentHeadings are for convenience only, and do not affect interpretation. The following rules
also apply in interpreting this document, except where the context makes it clear that a
rule is not intended to apply. 1.




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A reference to:  (i)
    
    legislation (including subordinate legislation) is to that
legislation as amended, re-enacted or replaced, and includes any subordinate
legislation issued under it;(ii)
    
    a document or agreement, or a provision of a document or
agreement, is to that document, agreement or provision as amended,
supplemented, replaced or novated;(iii)
    
    a party to this document or to any other document or agreement
includes a permitted substitute or a permitted assign of that party;(iv)
    
    a person includes any type of entity or body of persons,
whether or not it is incorporated or has a separate legal identity, and any
executor, administrator or successor in law of the person; and(v)
    
    anything (including a right, obligation or concept) includes
each part of it.  (b)
    
    A singular word includes the plural, and vice versa.(c)
    
    A word which suggests one gender includes the other genders.(d)
    
    If a word is defined, another part of speech has a corresponding meaning.(e)
    
    If an example is given of anything (including a right, obligation or concept),
such as by saying it includes something else, the example does not limit the scope of
that thing.(f)
    
    The word agreement includes an undertaking or other binding arrangement or
understanding, whether or not in writing. 
  2.
    
    RELEASE 
  2.1
    
    Release and dischargeWith effect from the date of this document, the Mortgagee releases [ ] ordinary shares in
the capital of Lihir Gold Limited (being [ [the MRL First Sale Shares] / [part of the MRL
Second Sale Shares] ]referred to in the Lihirian Equity Settlement Agreement) from the MRL
Share Mortgage. 
  2.2
    
    No effect on Facility AgreementThe Mortgagor and the Borrower acknowledge that nothing in this document affects their
rights and obligations under the Facility Agreement. 
  2.3
    
    No effect on continuing security, obligations and rights under MRL Share MortgageNothing in this document shall prejudice or affect the continuing nature of the:  (i)
    
    security over the non-released portion of the Mortgaged Property; or(ii)
    
    obligations generally of the Mortgagor; or(iii)
    
    rights generally of the Mortgagee, 2.




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under the MRL Share Mortgage. 
  3.
    
    GENERAL 
  3.1
    
    Governing law  (a)
    
    This document is governed by the law in force in Papua New Guinea.(b)
    
    Each party submits to the non-exclusive jurisdiction of the courts exercising
jurisdiction in Papua New Guinea, and any court that may hear appeals from any of those
courts, for any proceedings in connection with this document, and waives any right it
might have to claim that those courts are an inconvenient forum. 
  3.2
    
    Liability for costs and taxesEach party must pay its own expenses incurred in negotiating this document. The Borrower
and the Mortgagor shall pay all duties and taxes payable on this document together with the
costs of any notification or filing required to give effect to it. 
  3.3
    
    Giving effect to this documentEach party must do anything (including execute any document), and must ensure that its
employees and agents do anything (including execute any document), that any other party may
reasonably require to give full effect to this document. 
  3.4
    
    CounterpartsThis document may be executed in counterparts. 
  3.5
    
    AttorneysEach person who executes this document on behalf of a party under a power of attorney
declares that he or she is not aware of any fact or circumstance that might affect his or
her authority to do so under that power of attorney. [Insert appropriate execution clauses] 3.




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ANNEXURE D 
 Release of Security Release of Security European Investment Bank Mineral Resources Lihir Limited Mineral Resources Development Company Limited   4thFloorMogoru Moto Building
(PO Box 850)
Port Moresby
Telephone: (675) 309 2000
Fax: (675) 309 2099
 Re: DCF/RAF:020411112478305




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CONTENTS CONTENTS
    
    
    
    
    i1.
    
    INTERPRETATION11.1
    
    Definitions
    
    
    11.2
    
    Rules for interpreting this document
    
    
    12.
    
    RELEASE
    
    
    22.1
    
    Release and discharge
    
    
    22.2
    
    No effect on Facility Agreement
    
    
    23.
    
    GENERAL
    
    
    23.1
    
    Governing law
    
    
    23.2
    
    Liability for costs and taxes
    
    
    33.3
    
    Giving effect to this document
    
    
    33.4
    
    Counterparts
    
    
    33.5
    
    Attorneys
    
    
    3
 i




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RELEASE OF SECURITY DATE
    
    2004
 PARTIES  European Investment Bankof 100 Boulevard Konrad Adenauer, Luxembourg
(the Mortgagee)Minerals Resources Lihir Limitedof First Heritage Centre, Islander Way, Waigani, NCD (the
Mortgagor)Mineral Resources Development Company Limitedof First Heritage Centre, Islander Way,
Waigani, NCD (Borrower) RECITALS  A.
    
    The Mortgaged Property has been provided as security by the Mortgagor in favour of the
Mortgagee.B.
    
    Under clause 7.3 of the Lihirian Equity Settlement Agreement (and in pursuance of the mutual
undertakings of the parties contained therein), the Mortgagee has agreed to release the
Mortgaged Property and the liabilities of the Mortgagor and the Borrower under the MRL Share
Mortgage (save for the liabilities under Article 7 of the MRL Share Mortgage) upon the sale or
last sale (as the case may be) of the MRL Second Sale Shares (as defined in the Lihirian
Equity Settlement Agreement) sufficient for the purpose contemplated within the definition of
MRL Second Sale Shares.C.
    
    This Release is the form of release, for the purpose of Recital B above, annexed at Schedule
D of the Lihirian Equity Settlement Agreement. OPERATIVE PROVISIONS 
  1.
    
    INTERPRETATION 
  1.1.
    
    DefinitionsThe definitions in the MRL Share Mortgage apply to this document and in addition the
following definitions apply:Lihirian Equity Settlement Agreement means the Lihirian Equity Settlement Agreement
between the Mortgagee, the Mortgagor, the Borrower and Lihir Management Company Limited
dated [ ] 2004.MRL Share Mortgage means the Share Mortgage between the parties dated 14 January 1998
which is registered in Papua New Guinea as company charge No.10991. 
  1.2.
    
    Rules for interpreting this documentHeadings are for convenience only, and do not affect interpretation. The following rules
also apply in interpreting this document, except where the context makes it clear that a
rule is not intended to apply. 1.




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(a)
    
    A reference to:  (i)
    
    legislation (including subordinate legislation) is to that
legislation as amended, re-enacted or replaced, and includes any subordinate
legislation issued under it;(ii)
    
    a document or agreement, or a provision of a document or
agreement, is to that document, agreement or provision as amended,
supplemented, replaced or novated;(iii)
    
    a party to this document or to any other document or
agreement includes a permitted substitute or a permitted assign of that party;(iv)
    
    a person includes any type of entity or body of persons,
whether or not it is incorporated or has a separate legal identity, and any
executor, administrator or successor in law of the person; and(v)
    
    anything (including a right, obligation or concept) includes
each part of it.  (b)
    
    A singular word includes the plural, and vice versa.(c)
    
    A word which suggests one gender includes the other genders.(d)
    
    If a word is defined, another part of speech has a corresponding meaning.(e)
    
    If an example is given of anything (including a right, obligation or concept),
such as by saying it includes something else, the example does not limit the scope of
that thing.(f)
    
    The word agreement includes an undertaking or other binding arrangement or
understanding, whether or not in writing. 
  2.
    
    RELEASE 
  2.1
    
    Release and dischargeWith effect form the date of this document, the Mortgagee releases all the Mortgaged
Property from the MRL Share Mortgage and discharges the Mortgagor and the Borrower from all
liability under the MRL Share Mortgage (save for the liabilities assumed by the Mortgagor
and the Borrower under Article 7 of the MRL Share Mortgage). 
  2.2
    
    No effect on Facility AgreementThe Mortgagor and the Borrower acknowledge that nothing in this document affects their
rights and obligations under the Facility Agreement. 
  3.
    
    GENERAL 
  3.1
    
    Governing lawThis document is governed by the law in force in Papua New Guinea. 2.




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Each party submits to the non-exclusive jurisdiction of the courts exercising jurisdiction
in Papua New Guinea, and any court that may hear appeals from any of those courts, for any
proceedings in connection with this document, and waives any right it might have to claim
that those courts are an inconvenient forum. 
  3.2
    
    Liability for costs and taxesEach party must pay its own expenses incurred in negotiating this document. The Borrower
and the Mortgagor shall pay all duties and taxes payable on this document together with the
costs of any notification or filing required to give effect to it. 
  3.3
    
    Giving effect to this documentEach party must do anything (including execute any document), and must ensure that its
employees and agents do anything (including execute any document), that any other party may
reasonably require to give full effect to this document. 
  3.4
    
    CounterpartsThis document may be executed in counterparts. 
  3.5
    
    AttorneysEach person who executes this document on behalf of a party under a power of attorney
declares that he or she is not aware of any fact or circumstance that might affect his or
her authority to do so under that power of attorney. [Insert appropriate execution clauses] 3.