<PAGE>

                                                            BLAKE DAWSON WALDRON
                                                               L A W Y E R S

                               SHARE SUBSCRIPTION
                                    AGREEMENT

                      LIHIR AUSTRALIAN HOLDINGS PTY LIMITED

                                 ACN 121 554 443

                            BALLARAT GOLDFIELDS N.L.

                                 ACN 006 245 441

                                          17 OCTOBER 2006

           Level 36, Grosvenor Place
                   225 George Street
                     SYDNEY NSW 2000
           Telephone: (02) 9258 6000
                 Fax: (02) 9258 6999      REF. PHM ATH 02 1404 7936

                       (C) BLAKE DAWSON WALDRON 2006

<PAGE>

                                    CONTENTS

<TABLE>
<S>                                                                                          <C>
1.     INTERPRETATION                                                                         1

       1.1      Definitions                                                                   1
       1.2      Rules for interpreting this document                                          3
       1.3      Business Days                                                                 4

2.     SUBSCRIPTION FOR PLACEMENT SHARES                                                      4

3.     SUBSCRIPTION COMPLETION                                                                4

       3.1      Time and Place                                                                4
       3.2      Subscriber's obligations                                                      4
       3.3      Company's obligations                                                         4
       3.4      Quotation of Placement Shares                                                 5
       3.5      Use of proceeds                                                               5

4.     INFORMATION NOTIFICATION AND ANNOUNCEMENTS                                             5

       4.1      Information Notification                                                      5
       4.2      Substantial Holder Notice                                                     5
       4.3      Announcements                                                                 5

5.     CONFIDENTIALITY                                                                        5

       5.1    Confidentiality                                                                 5

6.     WARRANTIES AND REPRESENTATIONS                                                         6

       6.1      By each party generally                                                       6
       6.2      By the Company                                                                7
       6.3      On-sale restrictions: Company's representations and warranties                8
       6.4      Correction of Information Notification                                        8
       6.5      Subscriber's representations and warranties                                   8
       6.6      Reliance on Representations and Warranties                                    9
       6.7      Warranties not extinguished or affected                                       9
       6.8      Update of disclosures                                                         9

7.     NOTICES                                                                                9

8.     AMENDMENT AND ASSIGNMENT                                                              10

       8.1      Amendment                                                                    10
       8.2      Assignment                                                                   10

9.     GENERAL                                                                               10

       9.1      Governing law                                                                10
</TABLE>

<PAGE>

<TABLE>
<S>    <C>                                                                                   <C>
       9.2      Liability for expenses                                                       11
       9.3      Giving effect to this document                                               11
       9.4      Waiver of rights                                                             11
       9.5      Operation of this document                                                   11
       9.6      Assignment                                                                   11
       9.7      No merger                                                                    11
       9.8      Counterparts                                                                 12
       9.9      Attorneys                                                                    12
       9.10     Construction                                                                 12

SCHEDULE

1      APPLICATION FOR PLACEMENT SHARES                                                      13
</TABLE>

                                                                             ii.

<PAGE>

                          SHARE SUBSCRIPTION AGREEMENT
DATE 17 October 2006

PARTIES

      LIHIR AUSTRALIAN HOLDINGS PTY LTD ACN 121 554 443 of Level 9, AAMI
      Building, 500 Queen Street, Brisbane Queensland, 4000, Australia
      (SUBSCRIBER)

      BALLARAT GOLDFIELDS N.L. ACN 006 245 441 of 10 Woolshed Gully Drive, Mt
      Clear, Victoria, 3350, Australia (COMPANY)

RECITALS

A.    The Subscriber has agreed with the Company to subscribe for the Placement
      Shares and pay the Subscription Price, and the Company has agreed to issue
      the Placement Shares to the Subscriber, on the terms of this agreement.

OPERATIVE PROVISIONS

1.    INTERPRETATION

1.1   DEFINITIONS

      The following definitions apply in this document.

      ACT means the Corporations Act 2001 (Cth).

      ASTC means the ASX Settlement and Transfer Corporation Pty Limited.

      ASTC SETTLEMENT RULES means the operating rules of the settlement facility
      provided by ASTC.

      ASX means Australian Stock Exchange Limited.

      AUTHORISATION means:

      (a)   an authorisation, consent, declaration, exemption, notarisation or
            waiver, however it is described; and

      (b)   in relation to anything that could be prohibited or restricted by
            law if a Government Agency acts in any way within a specified
            period, the expiry of that period without that action being taken,

      including any renewal or amendment.

      BALLARAT GOLDFIELDS EAST PROJECT means the current mine development as
      described in the announcement by Ballarat Goldfields N.L. to ASX on 7
      September 2006 entitled "Ballarat Goldfields East Revised Development
      Strategy".

      BUSINESS means the business and affairs of the Company.
<PAGE>

      BUSINESS DAY means a business day as defined in the Listing Rules.

      CIRCUMSTANCE has the meaning given to it in clause 6.8.

      COMPANY GROUP means Ballarat Goldfields N.L. and its Subsidiaries.

      CONFIDENTIALITY AGREEMENT means the Confidentiality Agreement between
      Ballarat Goldfields N.L. and Lihir Gold dated 14 August 2006.

      CONSTITUTION means the constitution of the Company at the date of this
      document.

      GOVERNMENT AGENCY means any Australian or foreign government or
      governmental, semi-governmental, administrative, fiscal, regulatory or
      judicial body, department, commission, authority, tribunal agency or
      entity.

      INFORMATION NOTIFICATION means a notice that complies with subsections
      708A(5)(e), (6),(7)and(8)of the Act.

      INTELLECTUAL PROPERTY means all present and future rights conferred by
      statute, common law or equity in or in relation to copyright, trade marks,
      designs, patents, circuit layouts, business and domain names, inventions,
      know-how, Confidential Information and other results of intellectual
      activity in the industrial, commercial, scientific, literary or artistic
      fields, whether or not registrable, registered or patentable.

      LIHIR GOLD means Lihir Gold Limited ARBN 069 803 998.

      LISTING RULES means the Listing Rules of the ASX.

      MATERIAL ADVERSE EFFECT means an event which individually, or when
      aggregated with all such other events, is reasonably likely to have a
      material adverse effect on the business, financial position or prospects
      of Ballarat Goldfields N.L. and its subsidiaries including its mining
      operations and, in particular the Ballarat Goldfields N.L. East Project.

      MERGER IMPLEMENTATION AGREEMENT means the agreement between Lihir Gold,
      Lihir Australian Holdings Pty Ltd and Ballarat Goldfields N.L. dated 17
      October 2006 proposing a Ballarat Goldfields N.L. Scheme of Arrangement.

      PLACEMENT SHARES means 149 million fully paid ordinary shares in the
      capital of the Company.

      RELEVANT INTEREST has the same meaning as given by sections 608 and 609 of
      the Act.

      SCHEME means the scheme of arrangement under Part 5.1 of the Act between
      Ballarat Goldfields N.L. and its members, which if implemented will give
      effect to the merger between Lihir Australian Holdings Pty Ltd and
      Ballarat Goldfields N.L. pursuant to the Merger Implementation Agreement.

      SUBSCRIPTION COMPLETION means the completion of the subscription for and
      allotment and issue of the Placement Shares as provided for in clause 3.

                                                                              2.
<PAGE>

      SUBSCRIPTION DATE means the date which is 5 Business Days after the date
      of this Agreement.

      SUBSCRIPTION PRICE means $41.72 million for the Placement Shares or $0.28
      per Placement Share.

      WARRANTY OR WARRANTIES means the warranties, undertakings and
      representations set out in clause 6.

1.2   RULES FOR INTERPRETING THIS DOCUMENT

      Headings 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.

      (a)   A reference to:

            (i)   (LEGISLATION) legislation (including subordinate legislation)
                  is to that legislation as amended, re-enacted or replaced, and
                  includes any subordinate legislation issued under it;

            (ii)  (DOCUMENTS/AGREEMENTS) 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) (PARTIES) a party to this document or to any other document or
                  agreement includes a permitted substitute or a permitted
                  assign of that party;

            (iv)  (DOLLARS) or $ is a reference to the lawful currency of
                  Australia;

            (v)   (PERSONS) 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

            (vi)  (PARTS OF THINGS) anything (including a right, obligation or
                  concept) includes each part of it.

      (b)   (NUMBER) A singular word includes the plural, and vice versa.

      (c)   (GENDER) A word which suggests one gender includes the other
            genders.

      (d)   (PARTS OF SPEECH) If a word is defined, another part of speech has a
            corresponding meaning.

      (e)   (EXAMPLES) 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. ()

                                                                              3.
<PAGE>

      (g)   The words SUBSIDIARY, HOLDING COMPANY and RELATED BODY CORPORATE
            have the same meanings as in the Act.

      (h)   (TIME) Unless the contrary intention appears a reference in this
            agreement to time is a reference to Australian Eastern Standard
            time.

1.3   BUSINESS DAYS

      If the day on or by which a person must do something under this document
      is not a Business Day:

      (a)   if the act involves a payment that is due on demand, the person must
            do it on or by the next Business Day; and

      (b)   in any other case, the person must do it on or by the previous
            Business Day.

2.    SUBSCRIPTION FOR PLACEMENT SHARES

      On the Subscription Date the Subscriber must subscribe for and pay the
      Subscription Price for the Placement Shares, and the Company must allot
      and issue the Placement Shares to the Subscriber.

3.    SUBSCRIPTION COMPLETION

3.1   TIME AND PLACE

      Subscription Completion must take place on the Subscription Date at the
      offices of Baker & McKenzie, Level 39, 525 Collins Street Melbourne at
      llam or at any other date, time or place that the parties agree in
      writing.

3.2   SUBSCRIBER'S OBLIGATIONS

      At Subscription Completion the Subscriber must:

      (a)   give to the Company a duly executed application for the Placement
            Shares in the form of schedule 1 or in any other form the Company
            may agree to accept; and

      (b)   pay the Subscription Price for the Placement Shares in cash, by
            telegraphic transfer, by bank cheque or in any other form that the
            Company may agree to accept as payment.

3.3   COMPANY'S OBLIGATIONS

      At Subscription Completion the Company must:

      (a)   allot and issue the Placement Shares to the Subscriber;

      (b)   enter the name of the Subscriber in the register of members of the
            Company in respect of the Placement Shares and give the Subscriber a
            holding statement showing the Subscriber as the holder of the
            Placement Shares; and

                                                                              4.
<PAGE>

      (c)   take all other steps required under the Constitution, ASTC
            Settlement Rules, the Listing Rules and the Act to constitute and
            evidence the Subscriber as the holder of the Placement Shares.

3.4   QUOTATION OF PLACEMENT SHARES

      On or as soon as possible after Subscription Completion the Company must
      apply to ASX for official quotation of the Placement Shares.

3.5   USE OF PROCEEDS

      The Company must use the proceeds of the issue of the Placement Shares
      solely for the Ballarat Goldfields East Project and for no other purpose.

4.    INFORMATION NOTIFICATION AND ANNOUNCEMENTS

4.1   INFORMATION NOTIFICATION

      Contemporaneously with Subscription Completion, the Company must issue the
      Information Notification to ASX which states that, in accordance with
      clause 6.3(f), there is no excluded information of the kind referred to in
      clauses 708A(6)(e), (7) and (8) of the Act.

4.2   SUBSTANTIAL HOLDER NOTICE

      Subscriber will lodges a substantial holder notice in respect of the
      Placement Shares in accordance with Part 6C.1 of the Act.

4.3   ANNOUNCEMENTS

      The Company will, upon execution of this Agreement, make an announcement
      to ASX of the investment by the Subscriber in the Company (on terms
      previously agreed with the Subscriber). Subject to that announcement,
      neither party will make any public announcement in relation to the
      investment by the Subscriber in the Company without the prior consent of
      the other party or as required by law.

5.    CONFIDENTIALITY

5.1   CONFIDENTIALITY

      Any information relating to the Company, its assets, businesses, financial
      affairs and operations which is disclosed or comes to the attention of the
      Subscriber in connection with this document is and will be taken to be
      confidential information for the purposes of the Confidentiality
      Agreement.

                                                                              5.
<PAGE>

6.    WARRANTIES AND REPRESENTATIONS

6.1   BY EACH PARTY GENERALLY

      Each party represents and warrants that:

      (a)   (STATUS) it is a company duly incorporated in Victoria;

      (b)   (POWER) it has full legal capacity and power:

            (i)   to own its property and to carry on its business; and

            (ii)  to enter into this document and to carry out the transactions
                  that it contemplates;

      (c)   (CORPORATE AUTHORITY) it has taken all corporate action that is
            necessary or desirable to authorise its entry into this document and
            its carrying out the transactions that it contemplates;

      (d)   (AUTHORISATIONS) it holds each Authorisation that is necessary or
            desirable to:

            (i)   execute this document and to carry out the transactions that
                  it contemplates;

            (ii)  ensure that this document is legal, valid, binding and
                  admissible in evidence; or

            (iii) enable it to properly carry on its business,

            and it is complying with any conditions to which any of these
            Authorisations are subject;

      (e)   (DOCUMENTS EFFECTIVE) this document constitutes its legal, valid and
            binding obligations, enforceable against it in accordance with its
            terms (except to the extent limited by equitable principles and laws
            affecting creditors' rights generally), subject to any necessary
            stamping or registration;

      (f)   (NO CONTRAVENTION) neither its execution of this document nor the
            carrying out by it of the transactions that it contemplates, does or
            will:

            (i)   contravene any law to which it or any of its property is
                  subject or any order of any Government Agency that is binding
                  on it or any of its property;

            (ii)  contravene any Authorisation;

            (iii) contravene any undertaking or instrument binding on it or any
                  of its property; or

            (iv)  contravene its constitution;

      (h)   (NO LITIGATION) no litigation, arbitration, mediation, conciliation
            or administrative proceedings are taking place, pending, or to its
            knowledge or to the knowledge of

                                                                              6.
<PAGE>

            any of its officers after due inquiry, threatened which, if
            adversely decided, could have a Material Adverse Effect on it its
            ability to perform its obligations under this document;

      (i)   (NO CONTROLLER) no receiver or receiver and manager or mortgagee in
            possession is currently appointed or acting in relation to any of
            its property; and

      (j)   (NO TRUST) it is not entering into this document as trustee of any
            trust or settlement.

6.2   BY THE COMPANY

      The Company represents and warrants to the Subscriber, as an inducement to
      the Subscriber to enter into this document, and it is a condition of this
      agreement that at the date of this document:

      (a)   (SOLVENCY) the Company is able to pay its debts as and when they
            fall due;

      (b)   (STATUS) it is a company limited by shares under the Act and listed
            on ASX;

      (c)   (EVENTS) nothing has happened since 30 June 2006 within the
            Company's knowledge which has a Material Adverse Effect on the
            Company Group except for such information which is in the public
            domain;

      (d)   (CONSTITUTION) the Constitution is in the form of the copy
            previously provided by the Company to the Subscriber with no further
            amendment or variation;

      (e)   (SHARE ISSUES) other than as disclosed in Annexure A, there are no
            agreements, arrangements or understandings in force or securities
            issued which call for the present or future issue of, or grant to
            any person the right to require the issue of any shares or any other
            equity securities in the Company (including options);

      (f)   (DISCLOSURES) the information about the Company, its Business and
            assets disclosed to the Subscriber before the date of this agreement
            is true, complete and accurate and is not misleading in any material
            respect;

      (g)   (DISCLOSURE) the Company has complied with its obligations under
            Listing Rule 3.1;

      (h)   (IP) all the Intellectual Property which is used by the Company does
            not infringe the rights of any third party and the Company has not
            been notified of any claim for infringement of any third party
            rights in relation to Intellectual Property; and ((i)(NO BREACH)
            this agreement and Subscription Completion do not conflict with or
            result in a breach of any obligation (including any statutory,
            contractual or fiduciary obligation) or constitute or result in any
            default under any provision of its Constitution or any material
            provision of any agreement, deed, writ, order, injunction,
            judgement, law, rule or regulation to which it is a party or is
            subject or by which it is bound;

      (j)   (COMPLIANCE WITH LAWS) the Company and its subsidiaries have
            complied in all material respects with all material Australian and
            foreign laws and regulations applicable to them and have all
            material licenses, permits and franchises necessary for them to
            conduct their respective businesses as presently being conducted;
            and

                                                                              7.
<PAGE>

      (k) (PERMITS AND APPROVALS) the Company and its subsidiaries have all the
      mining licenses, environmental approvals (including a properly assessed
      and approved Environmental Effects Statement), planning permits , approved
      work plans and other consents necessary for the development and mining of
      the Ballarat Goldfields East Project.

6.3   ON-SALE RESTRICTIONS: COMPANY'S REPRESENTATIONS AND WARRANTIES

      For the purposes of sections 707 and 708A of the Act, the Company
      represents and warrants to the Subscriber, as an inducement to the
      Subscriber to enter into this document, and as a condition of this
      Agreement at the date of this document:

      (a)   the Company is not issuing the Placement Shares for the purpose of
            the Subscriber selling or transferring them, or granting issuing or
            transferring interests in, or options over them within 12 months
            after their issue;

      (b)   there is no ASIC determination pursuant to subsection 708A(2) of
            the Act in force in respect of the Company;

      (c)   the Company satisfies each of the preconditions to the case 1
            exemption set out in subsection 708A(5)(a) - (d) of the Act;

      (d)   the Company will issue an Information Notification to the ASX
            contemporaneously with Subscription Completion;

      (e)   as at the date of the Information Notification, the Company has, and
            will have, complied with:

            (i)   the provisions of Chapter 2M of the Act as they apply to the
                  Company; and

            (ii)  section 674 of the Act; and

      (f)   there is no excluded information of the kind referred to in clause
            708A(6)(e), (7) and (8) of the Act.

6.4   CORRECTION OF INFORMATION NOTIFICATION

      The Company will comply with subsection 708A(9) of the Act to correct any
      defective Information Notification should it become aware of a defect
      within 12 months of the date of issue of the Placement Shares.

6.5   SUBSCRIBER'S REPRESENTATIONS AND WARRANTIES

      The Subscriber represents and warrants to the Company, as an inducement to
      the Subscriber to enter into this document, and as a condition of this
      Agreement at the date of this document that:

      (a)   it is aware that no disclosure document has been prepared in
            connection with the proposed issue of the Placement Shares; and

                                                                              8.
<PAGE>

      (b)   it is not acquiring the Placement Shares for the purpose of selling
            or transferring them, or granting, issuing or transferring interests
            in, or options over, them within 12 months after their issue.

6.6   RELIANCE ON REPRESENTATIONS AND WARRANTIES

      The Company acknowledges that the Subscriber has entered into this
      agreement and has agreed to subscribe for the Placement Shares in reliance
      on the representations and warranties in clauses 6.1, 6.2 and 6.3.

6.7   WARRANTIES NOT EXTINGUISHED OR AFFECTED

      The Warranties are not extinguished or affected by any investigation made
      by or on behalf of a Subscriber into the affairs of the Company or by any
      other event or matter unless:

      (a)   the Subscriber has given a specific written waiver or release; or

      (b)   the claim relates to a thing done or not done after the date of this
            agreement at the request or with the approval of the Subscriber.

6.8   UPDATE OF DISCLOSURES

      If, after the date of this agreement, the Company becomes aware of
      anything (CIRCUMSTANCE) which would cause a Warranty to be not true and
      accurate, or to be misleading in a material respect it will promptly give
      a notice to the Subscriber detailing the nature and effect of the
      Circumstance.

7.    NOTICES

      Any communication under or in connection with this agreement:

      (a)   must be in writing;

      (b)   must be addressed as shown below:

            BALLARAT GOLDFIELDS N.L.

            Address:              10 Woolshed Gully Drive
                                  Mt Clear, Victoria 3350, Australia

            Fax No:               03 5331 7927

            For the attention of: the Managing Director

            LIHIR AUSTRALIAN HOLDINGS PTY LTD

            Address:              Level 9, AAMI Building
                                  500 Queen Street
                                  Brisbane, Queensland 4000, Australia

            Fax No:               07 3318 9203

                                                                              9.
<PAGE>

            For the attention of: Investor Relations Manager

            (or as otherwise notified by that party to the other party from time
            to time);

      (c)   must be signed by the party making the communication or by a person
            duly authorised by that party;

      (d)   must be delivered or posted by prepaid post to the address, or sent
            by fax to the number of the addressee, in accordance with clause
            7(b); and

      (e)   will be deemed to be received by the addressee:

            (i)   (in the case of prepaid post) on the third business day after
                  the date of posting;

            (ii)  (in the case of fax) at the local time (in the place of
                  receipt of that fax) which then equates to the time at which
                  that fax is sent as shown on the transmission report which is
                  produced by the machine from which that fax is sent and which
                  confirms transmission of that fax in its entirety, unless that
                  local time is not a Business Day, or is after 5.00pm on a
                  Business Day, when that communication will be deemed to be
                  received at 9.00am on the next Business Day; and

            (iii) (in the case of delivery by hand) on delivery at the address
                  of the addressee as provided in clause 7(b), unless that
                  delivery is not made on a Business Day, or after 5.00pm on a
                  Business Day, when that communication will be deemed to be
                  received at 9.00am on the next Business Day.

8.    AMENDMENT AND ASSIGNMENT

8.1   AMENDMENT

      This document can only be amended, supplemented, replaced or novated by
      another document signed by the parties.

8.2   ASSIGNMENT

      A party may only dispose of, declare a trust over or otherwise create an
      interest in its rights under this document with the consent of each other
      party.

9.    GENERAL

9.1   GOVERNING LAW

      (a)   (LAW) This document is governed by the law in force in Victoria.

      (b)   (JURISDICTION) Each party submits to the non-exclusive jurisdiction
            of the courts exercising jurisdiction in Victoria, 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.

                                                                             10.
<PAGE>

9.2   LIABILITY FOR EXPENSES

      (a)   (EXPENSES) Subject to paragraph (b), each party must pay its own
            expenses incurred in negotiating, executing and registering this
            document.

      (b)   (STAMP DUTY) The Subscriber and Company must indemnify each other
            party against, and must pay each other party on demand the amount
            of, any duty that is payable on or in relation to this document and
            the transactions that it contemplates.

9.3   GIVING EFFECT TO THIS DOCUMENT

      Each 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.

9.4   WAIVER OF RIGHTS

      A right may only be waived in writing, signed by the party giving the
      waiver, and:

      (a)   (CONDUCT) 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)   (ONE OCCASION) 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)   (further EXERCISE) the exercise of a right does not prevent any
            further exercise of that right or of any other right.

9.5   OPERATION OF THIS DOCUMENT

      (a)   (RIGHTS PRESERVED) Any right that a person may have under this
            document is in addition to, and does not replace or limit, any other
            right that the person may have.

      (b)   (SEVERANCE) Any provision of this document which is unenforceable or
            partly unenforceable is, where possible, to be severed to the extent
            necessary to make this document enforceable, unless this would
            materially change the intended effect of this document.

9.6   ASSIGNMENT

      No party may assign its rights or obligations under this Agreement without
      the written consent of the other parties.

9.7   NO MERGER

      No provision of this Agreement merges in or by virtue of Subscription
      Completion.

                                                                             11.
<PAGE>

9.8   COUNTERPARTS

      This document may be executed in counterparts. If so, the signed copies
      are treated as making up the one document and the date on which the last
      counterpart is executed will be the date of the Agreement.

9.9   ATTORNEYS

      Each 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.

9.10  CONSTRUCTION

      No rule of construction applies to the disadvantage of a party because
      that party was responsible for the preparation of, or seeks to rely on,
      this Agreement or any part of it.

                                                                             12.
<PAGE>

                                   SCHEDULE 1

                                  (Clause 3.2)

                        APPLICATION FOR PLACEMENT SHARES

To: Ballarat Goldfields N.L.

Lihir Australian Holdings Pty Ltd (APPLICANT) applies and agrees to subscribe
for 149 million fully paid ordinary shares in the capital of Ballarat Goldfields
N.L. (APPLICANT'S SHARES). Accompanying this application is the Subscription
Price in the amount of $41.72 million. The applicant agrees to be bound, on
allotment of the applicant's shares to it, by the terms of the constitution of
Ballarat Goldfields N.L. and requests that its name be entered in the register
of members of Ballarat Goldfields N.L. in respect of the applicant's shares and
for a holding statement to be issued to it.

DATED

                                                                             13.
<PAGE>

EXECUTED as an agreement.

EXECUTED by LIHIR AUSTRALIAN
HOLDINGS PTY LTD:

/s/ Graham Folland                               /s/ A Hood
-----------------------------                   --------------------------------
Signature of director                           Signature of director/secretary

GRAHAM FOLLAND                                  A Hood
Name                                            Name

EXECUTED by BALLARAT
GOLDFIELDS N.L.:

/s/ Alister Maitland                            /s/ Richard Laufmann
-----------------------------                   --------------------------------
Signature of director                           Signature of director/secretary

ALISTER MAITLAND                                RICHARD LAUFMANN
Name                                            Name

                                                                             14.