<PAGE>
                                                                    Exhibit 4(r)



(LIHIR SERVICES AUSTRALIA PTY LIMITED LOGO)

Lihir Services Australia Pty Limited

ABN 33 116 067 611

                                        Level 9, AAMI Building, 500 Queen Street
                                                     Brisbane QLD 4000 Australia
                                      (GPO Box 905, Brisbane QLD 4001 Australia)

                                                                tel 07 3318 3300
                                                                fax 07 3318 9203
                                                                www.lihir.com.pg

4 April 2006

Mr Paul Fulton
10 Signal Row
SHORNCLIFFE QLD 4017

Dear Paul

Further to our recent discussions, I am pleased to formally offer you employment
with Lihir Services Australia Pty Ltd (the "Company") for the position of Chief
Financial Officer of Lihir Gold Limited ("Lihir"). The Lihir Group consists of
the Company, Lihir and their related bodies corporate.

If accepted by you, this letter sets out the terms and conditions on which you
will be appointed. These terms and conditions will be taken to have been
applicable from 30 September 2005 ("the commencement date").

1.   LOCATION

     Your position will be based in Brisbane, Queensland.

2.   RESPONSIBILITIES

2.1  CHIEF FINANCIAL OFFICER

     You will be Chief Financial Officer reporting directly to the Chief
     Executive Officer of the Lihir Group. Your role requires a direct working
     relationship with all senior management and contact with the Board of
     Directors of Lihir ("Board"). The Company reserves the right to change
     reporting structures according to organisational needs with time and
     circumstances.

2.2  COMPLY WITH DIRECTIONS AND POLICIES

     You must diligently perform the duties and exercise the powers assigned to
     or vested in you. You must:

     (a)  (COMPLY WITH INSTRUCTIONS) comply with all lawful orders and
          instructions given by the Board or its delegates or the Chief
          Executive Officer;

     (b)  (COMPLY WITH COMPANY'S POLICIES) comply with all rules, regulations,
          codes of conduct and policies established by the Lihir Group;

     (c)  (ENSURE COMPANY COMPLIANCE) ensure the Lihir Group complies with
          applicable laws and regulations, including applicable listing rule
          disclosure requirements; and

An Australian subsidiary of
Lihir Gold Limited Incorporated in Papua New Guinea ARBN 059 005 766

<PAGE>

                                       2.


     (d)  (RELATED BODY CORPORATE) if the Company reasonably requires, perform
          services and hold office not only for the Company but also for related
          bodies corporate.

2.3  OUTSIDE DIRECTORSHIPS

     You must not, without the consent of the Chief Executive Officer, be a
     director of any other entity (other than a related body corporate of the
     Company) while employed by the Company.

2.4  DISCLOSURE OF YOUR BENEFITS AND SHAREHOLDINGS

     You must promptly give the Company any information you have or ought to
     have which a member of the Lihir Group needs to:

     (a)  (REPORTING REQUIREMENTS) comply with reporting requirements, such as
          under applicable laws or under accounting standards;

     (b)  (DISCLOSURE OBLIGATIONS) comply with disclosure obligations under the
          applicable listing rules (for example, under ASX listing rule 3.1);

     (c)  (DISCLOSE INFORMATION) comply with any obligations to give or disclose
          information, such as relating to an offer of securities, a buy-back, a
          takeover bid, or a substantial holding; or

     (d)  (INFORM SHAREHOLDERS) inform shareholders properly about a proposal
          referred by the Board to a meeting of some or all shareholders.

2.5  NO INTEREST IN OTHER BUSINESS

     Except as set out in this letter or with the prior permission of the Chief
     Executive Officer, you must not undertake any other trade, business or
     profession, become an employee, agent or contractor of another person or
     have any interest in another business.

     You must not hold any direct or indirect pecuniary interest in any club,
     corporation, council, group or trust that would compromise the duties
     required of an executive of the Lihir Group.

     You may, however, invest in:

     (a)  (SECURITIES) securities of a corporation which does not carry on
          business similar to or in competition with the Company or a related
          body corporate; or

     (b)  (LISTED SECURITIES) up to 0.5% of the securities of any corporation if
          those securities are of a class that are listed on a stock exchange;
          or

     (c)  (INVESTMENT FUND) an investment or superannuation fund provided that
          neither the fund, the trustee of the fund nor its investment manager
          (if any) is controlled by you or any of your associates, and neither
          you nor any of your associates participate in decision-making by the
          fund or have the right to direct the fund to acquire or dispose of
          particular securities. For this purpose, your associates are deemed to
          include your spouse, parents, children, grandchildren and siblings and
          any entity that you or any of your spouse, parents, children,
          grandchildren and siblings control.

<PAGE>

                                       3.


2.6  SECURITIES TRADING POLICY

     You must comply with the Lihir Group's securities trading policy in respect
     of your trading in Lihir's securities. This policy includes limiting the
     times when you are able to trade securities (a copy of the policy is
     available from the Company Secretary).

2.7  REPORTING

     You must report directly to the Chief Executive Officer or as directed by
     the Board. You must provide prompt and full information to the Chief
     Executive Officer or the Board regarding the conduct of the business of the
     Lihir Group in respect of the duties assigned to you, including any
     material issue within your knowledge affecting a member of the Lihir Group
     and any breaches or possible breaches by a member of the Lihir Group of
     applicable law or listing rules.

3.   REMUNERATION AND BENEFITS

3.1  CURRENCY

     Unless otherwise specified, all amounts referred to in this letter are in
     Australian dollars.

     Where allowances, remuneration or benefits require an exchange rate to be
     applied, the rate shall be determined by the Company.

3.2  SALARY

     Your Gross Base Salary will be $400,000 per annum inclusive of
     superannuation contributions (described further in clause 3.3). Your Gross
     Base Salary, after deducting amounts for taxation and superannuation, will
     be paid in equal monthly instalments around the middle of each month into
     your nominated bank account.

3.3  SUPERANNUATION CONTRIBUTIONS

     Each financial year, the Company will allow from your Gross Base Salary the
     minimum superannuation contribution required by applicable law in order to
     avoid a superannuation guarantee shortfall arising, and will contribute the
     sum allowed into a complying superannuation fund of your choice.

     In the absence of a legislative requirement to do so, the Company will
     contribute 9% of your salary to a superannuation fund nominated by you
     (which fund must be capable of accepting electronic funds transfers).

     You may elect to have additional superannuation contributions deducted from
     your salary, to the extent permitted by applicable law and the policies and
     procedures of Lihir Gold Limited and the relevant Superannuation Fund.
     Again, you may elect to have those contributions made to a complying
     superannuation fund of your choice.

3.4  SHORT TERM INCENTIVE

     In addition to your salary, you will be offered in respect of service in
     each year of your employment the opportunity to earn up to a further 35% of
     your Gross Base Salary (the Gross Base Salary offered under this letter is
     $400,000) each year by way of short term incentive. This incentive (or a
     relevant proportion of it) will be paid to you subject to the Chief
     Executive Officer

<PAGE>

                                       4.


     (in consultation with the Board's Remuneration and Nomination Committee)
     determining that your short term incentive goals and criteria for the year
     concerned have been met.

     The performance criteria will be based on a range of corporate and personal
     performance measures, as determined each year by the Chief Executive
     Officer (in consultation with the Board's Remuneration and Nomination
     Committee).

     The amount of the short term incentive actually awarded to you for any year
     will be determined by the Chief Executive Officer, in consultation with the
     Board following the end of the year concerned, having regard to the above.

3.5  LONG TERM INCENTIVE

     Subject to obtaining necessary shareholder approvals, you will also be
     offered a long term incentive in respect of service in each year of your
     employment. A Long Term Incentive plan is to be developed generally
     consistent with the principles set out in the schedule to this letter and
     the notice convening the 2006 Annual General Meeting (which will prevail to
     the extent of any inconsistency), or as may otherwise be agreed with you
     from time to time.

3.6  TRAVEL

     The Company will pay your business related travel and accommodation
     expenses in accordance with Company policies.

3.7  OTHER EXPENSES

     The Company will pay or reimburse you for:

     (a)  (PHONE) all reasonable expenses for home and mobile phone costs;

     (b)  (PROFESSIONAL MEMBERSHIPS) membership to CPA Australia and any
          reasonable continuing professional development expenses; and)

     (c)  (WORK RELATED EXPENSES) all reasonable entertainment and other out of
          pocket expenses properly incurred in the performance of your duties
          upon you presenting proper records, such as invoices and receipts,
          reasonably required by the Chief Executive Officer.

3.8  RELOCATION EXPENSES

     The Company will pay or reimburse you for reasonable relocation expenses
     for your relocation from Lihir Island, PNG to Brisbane (which would include
     the costs for temporary rental accommodation and related fees and charges,
     and agents fees, stamp duty and conveyancing charges associated with the
     purchase of a home in Brisbane.

     The Company will also pay or reimburse you for any reasonable:

     (a)  storage costs incurred before the date of this letter; and

     (b)  removal costs,

     incurred in connection with your accepting employment with the Company,
     which have not been reimbursed by your previous employer.

<PAGE>

                                       5.


4.   ANNUAL REMUNERATION REVIEWS

     The amount of your remuneration package will be reviewed once each year. If
     your remuneration package is increased, the increase will be paid from 1
     March following the review. In reviewing your remuneration package, regard
     will be had to your performance against the criteria applicable to you.

     Your first review will be in respect of the period to take effect in March
     2007.

     The Company is under no obligation to increase your remuneration package
     after any review.

5.   INDEMNITY, D&O INSURANCE AND OTHER INSURANCE

5.1  INDEMNITY

     Subject to the terms and conditions of your appointment, the Company will
     indemnify you to the fullest extent permitted by applicable law and the
     Company's Constitution, against any liability incurred by you as an officer
     of the Company acting in good faith.

5.2  D&O INSURANCE

     During the term of your employment and for 7 years thereafter, the Company
     will (subject to applicable law) use all reasonable efforts to ensure that
     as far as practicable (having regard to the cost of coverage and its
     availability) you are insured under a directors' and officers' liability
     insurance policy. The Company will pay the premiums on the policy except to
     the extent prohibited by applicable law.

5.3  HEALTH INSURANCE

     Cover for emergency evacuation from Papua New Guinea will be provided. This
     cover will also extend to medical expenses while on approved business
     travel overseas.

5.4  INSURANCE

     Workers' compensation payments will be provided in relation to injury or
     disease arising directly from, or in consequence of, employment with the
     Company in accordance with applicable law and the policies of the Lihir
     Group.

6.   ANNUAL AND OTHER LEAVE

6.1  ANNUAL LEAVE

     You will be entitled to 4 weeks annual leave each year.

6.2  SICK LEAVE

     You will also be entitled to ten days sick leave each year. This leave is
     cumulative. At the discretion of the Chief Executive Officer additional
     paid sick leave may be provided. You must notify the Chief Executive
     Officer of your inability to attend work as early as possible. You may be
     requested to supply a medical certificate in respect of absences in excess
     of 3 days. Accrued but untaken sick leave is not payable upon your
     employment ending.

<PAGE>

                                       6.


6.3  LONG SERVICE LEAVE

     The Company will provide you with long service leave based on Queensland
     statutory entitlements.

6.4  SPECIAL LEAVE

     You are entitled to any special leave that is approved by the Chief
     Executive Officer.

7.   OTHER BENEFITS

7.1  ACCOMMODATION

     Accommodation and messing facilities on Lihir Island will be provided to
     you at the Company's expense while you are visiting Lihir Island.

8.   CONFIDENTIAL INFORMATION

8.1  PROPERTY OF THE COMPANY

     Confidential Information is and remains the property of the Company or of
     the related body corporate concerned. In this letter, Confidential
     Information means all information (whether or not it is described as
     confidential) concerning any past, present or future business, operations
     or affairs of the Company or of any of its related bodies corporate.

8.2  PROPER USE

     You must not, and must use best endeavours to ensure that third parties do
     not, disclose Confidential Information directly or indirectly in any form
     to anyone else, or use or copy Confidential Information in any manner which
     is not in the proper course of duties set out in this document and for the
     benefit of the Company or a related body corporate, except if and to the
     extent that:

     (a)  (COMPANY AGREED) the Company has agreed in writing to the disclosure,
          use or copying;

     (b)  (REQUIRED BY LAW) disclosure of Confidential Information is required
          to comply with any applicable law; or

     (c)  (PUBLIC DOMAIN) the Confidential Information has come into the public
          domain otherwise than by breach of a provision of this document.

8.3  RETURN OF CONFIDENTIAL INFORMATION

     Immediately on your employment ending, you must:

     (a)  (RETURN) return to the Company all Confidential Information; and

     (b)  (PERMANENTLY DELETE) permanently delete so that it is incapable of
          retrieval any Confidential Information stored electronically and
          return any computer supplied by the Company.

<PAGE>

                                       7.


8.4  CONTINUATION

     The obligations in this clause 8 continue to apply after your employment
     ends.

9.   MEDICAL EXAMINATIONS

     If required by the Company, you agree to undergo a medical examination (at
     the expense of the Company) upon you ceasing to be employed, and consent to
     the disclosure of the results to the Company.

10.  TERMINATING EMPLOYMENT

10.1 RESIGNATION BY YOU

     (a)  You may resign from your employment by giving the Company not less
          than 3 months' written notice.

     (b)  If you resign, the Company may, for part or all of the period of
          notice required by paragraph (a), require you to take special leave of
          absence on full pay as from an earlier date notified by the Company
          and require you to forthwith resign your office as a director of any
          Lihir Group company.

10.2 EMPLOYMENT TERMINATED BY THE COMPANY

     The Company may terminate your employment by giving you not less than 3
     months' written notice. In this event, the Company may require you to take
     special leave of absence on full pay during some or all of the notice
     period and require you to resign forthwith your office as a director of any
     Lihir Group company.

10.3 IMMEDIATE TERMINATION BY COMPANY

     The  Company may terminate your employment immediately if you:

     (a)  (BANKRUPT) become bankrupt or make an arrangement or composition with
          creditors;

     (b)  (BREACHES DOCUMENT) wilfully commit any breach of a provision of this
          letter;

     (c)  (FRAUD) in the opinion of the Board, commit any act of fraud,
          dishonesty or other serious misconduct;

     (d)  (SERIOUS MISCONDUCT) are guilty of any serious misconduct or wilful
          neglect in the discharge of your duties; or

     (e)  (UNSOUND MIND) become of unsound mind or are placed under the control
          of any committee or office under any law relating to mental health.

10.4 PAYMENT OF ACCRUED BENEFITS

     If your employment is terminated for any reason, the Company must pay to
     you:

     (a)  (SALARY) your salary payable up to and including the date of
          termination; and

<PAGE>

                                       8.


     (b)  (ACCRUED HOLIDAY PAY) any amount due for accrued holiday pay and
          pro-rata holiday pay for an incomplete qualifying year.

10.5 ADDITIONAL PAYMENT UPON TERMINATION IN CERTAIN CIRCUMSTANCES

     If (and only if) your employment is terminated as a result of:

     (a)  the Company giving you notice under clause 10.2 (save that in the
          event that such notice is given by the current Chief Executive Officer
          on or before 30 September 2006, clause 10.6 shall apply rather than
          this clause 10.5); or

     (b)  you giving notice of resignation within 2 months after a material
          change (other than by agreement with you),

     then the Company must pay you the sum determined as set out below, less
     applicable tax:

<TABLE>
<S>                                       <C>
IF YOUR EMPLOYMENT IS TERMINATED...       ... THE AMOUNT THE COMPANY MUST PAY YOU IS ...

On or before the first anniversary of     (Gross Base Salary / 12) x 24
the date of your commencement
(commencement date) under the terms of    plus
this letter
                                          Gross Base Salary x 35%

After the first anniversary of the        (Gross Base Salary / 12) x (24 - N)
commencement date, but not later than
the end of the 30th month after the       where N equals the number of full
commencement date                         calendar months after the first
                                          anniversary of the commencement date

                                          plus

                                          Gross Base Salary x 35%

After the 30th month from the date of     (Gross Base Salary / 12) x 6
your commencement under the terms of
this letter (i.e., after 2.5 years)       plus

                                          Gross Base Salary x 35%
</TABLE>

For the purposes of this clause, MATERIAL CHANGE means:

     (a)  a substantial reduction by the Company of your Gross Base Salary; or

     (b)  a significant diminution in the status or role of the position in
          which you are employed, other than where you have declined the
          opportunity to be reassigned to another role for which you are
          reasonably suited by experience, training and qualifications which
          would not involve such a diminution; or

<PAGE>

                                       9.


     (c)  subject to the terms of this letter, any other change which at common
          law (as it applies in the Australian State of Queensland) would
          constitute conduct by the Company, entitling you to accept the
          Company's conduct as repudiating the contract and enabling you to
          terminate the employment.

10.6 TERMINATION WITHIN 12 MONTHS

     If (and only if) your employment is terminated by the current Chief
     Executive Officer giving you notice under clause 10.2 on or before 30
     September 2006, then the Company must pay you, less applicable tax, an
     amount equivalent to 135% of your Gross Base Salary.

10.7 COMPLETE STATEMENT OF ENTITLEMENTS

     You acknowledge and agree that the entitlements set out in this letter are
     an exhaustive statement of your entitlements in each circumstance of your
     employment being terminated. You will have no further claim against the
     Company for loss of office other than as specified in this letter.

11.  RETURN OF PROPERTY AND DOCUMENTS

     Immediately on your employment ending or at any other time requested by the
     Company, you must deliver to the Company or its authorised representative:

     (a)  (COMPANY PROPERTY) all property belonging to the Company that you have
          or can reasonably obtain (for example cards, keys, equipment,
          computers, faxes, telephones); and

     (b)  (RECORDS) anything on which Confidential Information is recorded (for
          example document and computer disks).

12.  NOTICES

     A notice, consent or other communication under this letter 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.

     Our respective addresses and fax numbers are those set out below, or as we
     may subsequently notify each other:

     YOUR ADDRESS

     Address: 10 Signal Row, Shorncliffe, Queensland, 4017

     THE COMPANY

     Address: GPO Box 905, Brisbane, Queensland, 4001
     Fax number: (07)3318 9203
     Attention: Company Secretary

13.  SEVERABILITY

     If any provision of our agreement is invalid or unenforceable that part of
     the agreement will be modified if possible so that it is enforceable. All
     other provisions capable of separate enforcement continue to operate.

<PAGE>

                                       10.


14.  ENTIRE AGREEMENT

     This letter constitutes the entire contractual agreement between the
     Company and you about the subject matter with which it deals. You
     acknowledge that you were not induced to enter the employment by any
     material representation or statement which is not reflected in this letter.

15.  GOVERNING LAW

     Our agreement constituted by your acceptance of this offer is to be
     governed by and construed in accordance with the law in force in
     Queensland, Australia. We and you will:

     (a)  submit to the non-exclusive jurisdiction of the courts of Queensland,
          Australia, and any court that may hear appeals from those courts, for
          any proceedings in connection with our agreement; and

     (b)  waive any right we or you may have to claim that those courts are an
          inconvenient forum.

     Paul, we are delighted to offer you the role of Chief Financial Officer of
     Lihir and look forward to receiving your acceptance of the above terms and
     conditions.

Yours sincerely


/s/ Arthur Hood
---------------------------------------
Arthur Hood
Chief Executive Officer

I accept the above offer.


/s/ Paul Fulton
---------------------------------------   4 April 06
Paul Fulton                               Date

<PAGE>

                                       11.


     SCHEDULE - LONG TERM INCENTIVE PLAN

1.   [NOTIONAL ALLOCATION] The Company may (in its absolute discretion)
     determine to award you a number of rights which is equal to a notional
     allocation of a number of Lihir ordinary shares as at a date determined by
     the Company (ALLOCATION DATE), subject to any necessary shareholder
     approval under applicable law or listing rules. This number of rights is
     referred to below as the "TARGET NUMBER" and equates to the maximum number
     of Lihir ordinary shares which you may become entitled to receive under the
     long term incentive plan in respect of a period commencing on the
     allocation date (a PERFORMANCE PERIOD).

2.   [CALCULATION OF TARGET NUMBER] The Target Number will be calculated by
     dividing 35% of your Gross Base Salary (in Australian dollars) or if your
     if your Gross Base Salary is in a currency other than Australian dollars,
     in the Australian dollar equivalent of 35% of your Gross Base Salary, by
     the VWAP. For the purpose of determining the Australian dollar equivalent
     of the relevant amount, the conversion rate to be applied will be the mid
     rate applied by the Commonwealth Bank of Australia on the last day of the
     period over which the VWAP is to be calculated (or such other rate as the
     Board reasonably determines). The VWAP is the volume weighted average sale
     price of all Lihir ordinary shares sold on the Australian Stock Exchange
     over the 20 trading days up to but excluding the allocation date.

3.   [PERFORMANCE HURDLES] At the commencement of the performance period, the
     Board will also set performance hurdles for the period. The performance
     hurdles will be related to assessments of your contributions to the long
     term value of the Company. Specifically (unless otherwise determined by the
     Board):

     (a)  [STRATEGIC PERFORMANCE] 20% of the Target Number will be assessed by
          the Chief Executive Officer and the Board against your contribution to
          raising the long-term value of the Company, assessed against
          performance measures specifically set by the Chief Executive Officer
          and the Board.

     (b)  [NET PRESENT VALUE PERFORMANCE] 20% of the Target Number will be
          assessed by the Board against changes in the present value of the
          Company. This assessment is to have regard to the amount and timing of
          net expected cash flows, as indicated by reserves, costs and other
          relevant factors.

     (c)  [PERFORMANCE AGAINST PEERS] 30% of the Target Number (the TSR GOLD
          ACCUMULATION SHARES) will be assessed by the Board against the
          performance of the:

          (i)  Company's average annual "total shareholder return" over the
               accumulated performance period against allocation date VWAP
               (expressed as a percentage); and

          (ii) average annual "total shareholder return" of the Comparator Group
               over the accumulated performance period against the Comparator
               Group's VWAP on the allocation date (expressed as a percentage).

     If the Company's average annual total shareholder return performance when
     compared (as noted below) with the Comparator Group's average annual total
     shareholder return performance:

          (iii) is greater by 10% or more, you will be entitled to all TSR gold
               accumulation shares;

<PAGE>

                                       12.


          (iv) does not exceed the Comparator Group's average annual total
               shareholder return performance, you will not be entitled to any
               TSR gold accumulation shares; and

          (v)  is greater by an amount of less than 10%, you will be entitled to
               a pro rated number of TSR gold accumulation shares calculated on
               a straight line basis.

     The comparison will be calculated by taking the Company's average annual
     total shareholder return performance over the accumulated performance
     period ("A") and subtracting the Comparator Group's average annual total
     shareholder return performance over the same period ("B") (that is, A - B),
     and then dividing the resulting number by B.

     (d)  [GROWTH PERFORMANCE] 30% of the Target Number (the TSR GROWTH SHARES)
          depend on the extent to which the Company's average annual "total
          shareholder return" increases over the accumulated performance period
          compared to the allocation date VWAP (expressed as a percentage). If
          the average annual total shareholder return increases by:

          (i)  15% or more, you will be entitled to all of the TSR growth
               shares;

          (ii) 5% or less, you will not be entitled to any TSR growth shares;
               and

          (iii) more than 5% but less than 15%, you will be entitled to a pro
               rated number of TSR growth shares calculated on a straight line
               basis.

          Relevant concepts:

          "Total shareholder return" is broadly, share price growth and
          dividends reinvested, excluding the impact of franking credits and
          taxation. It is to be calculated in the manner determined by the
          Board. Where it is calculated for a period greater than a year, an
          average annual return will be used.

          "Accumulated performance period" is the period starting on the
          allocation date and ending at the end of the performance period
          determined by the Board.

          Where the starting or end point of an entity's total shareholder
          return is calculated for a period, the calculation will be based on
          the volume weighted average sale price of the relevant entity's shares
          sold on the relevant stock exchange for the 20 trading days up to but
          excluding the starting or end date (as the case may be).

          All calculations will be in Australian dollars, with amounts in
          non-Australian currencies converted into Australian dollars using the
          mid rate published by the Commonwealth Bank of Australia as at the
          date of the calculation, as determined by the Company.

          The Comparator Group will initially comprise Newmont, PlacerDome,
          Barrick, Newcrest, AngloGold, Oxiana, Goldfields (South Africa), Rio
          Tinto Limited, Harmony and Croesus. The performance of the Comparator
          Group will be calculated using a simple unweighted average. The Board
          can adjust the composition of the Comparator Group and the way its
          performance is calculated, if the composition of the group materially
          changes.

4.   [DETERMINATION] After the end of a performance period, the Board will
     determine the actual number of Lihir shares to which you become entitled
     having regard to the extent to which the applicable performance hurdles
     described above have been met (the ACHIEVED NUMBER). This will not exceed
     the Target Number. You will be notified of the outcome of the
     determination. If the

<PAGE>

                                       13.


     Achieved Number is less than the Target Number, the number of rights that
     is equal to the difference between Target Number and the Achieved Number
     will lapse at this time.

5.   [DELIVERY OF SHARES] Following the determination, you may give the Company
     written notice exercising your rights to be provided with the number of
     Lihir ordinary shares determined in accordance with the above (i.e., the
     Achieved Number). Subject to applicable law and listing rules (including
     obtaining any necessary shareholder approval), the Company will then
     procure delivery to you of the number of Lihir ordinary shares determined
     in accordance with the above (i.e., the Achieved Number), subject to you
     giving the undertaking referred to in paragraph 6 below. The shares so
     delivered will rank equally as from their date of delivery with all other
     fully paid ordinary shares in the Company.

6.   [RESTRICTION ON DISPOSAL] If shares are delivered to you, you will be
     required to undertake in favour of the Company that, except with the prior
     permission of the Board, you will not sell, transfer, encumber or otherwise
     dispose of the shares (or any interest in them) before a three year period
     has elapsed. The shares will be liable to forfeiture within this period in
     certain, limited circumstances outlined more fully in the notice convening
     the 2006 Annual General Meeting. Alternative circumstances are also
     referred to wherein the shares may be sold or dealt with by you within this
     three year period.

7.   [DIVIDENDS AND VOTING] You will be entitled to all dividends and other
     distributions paid on the shares during the period referred to in paragraph
     6 above and (subject to applicable law and listing rules) to vote the
     shares at general meetings.