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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 20-F/A
                                 AMENDMENT NO. 1

(Mark One)
[ ]   REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE
      SECURITIES EXCHANGE ACT OF 1934

                                       OR

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

            For the fiscal year ended: December 31, 2003

                                       OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND
      EXCHANGE ACT OF 1934

                         Commission file number: 2-6860

                               LIHIR GOLD LIMITED
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                Papua New Guinea
                 (JURISDICTION OF INCORPORATION OR ORGANIZATION)

                            7th Floor, Pacific Place,
                      Cnr. Champion Parade, Musgrave Street
                         Port Moresby, Papua New Guinea
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                         ------------------------------

      Securities registered or to be registered pursuant to section 12 (b)
                                  of the Act.
                                      None

                         ------------------------------

      Securities registered or to be registered pursuant to Section 12(g)
                                  of the Act:

Lihir Gold Limited Ordinary Shares of no par value      NASDAQ National Market*

American Depositary Shares, each of which represents    NASDAQ National Market
twenty Lihir Gold Limited Ordinary Shares and which are
evidenced by American Depositary Receipts

                         ------------------------------
* Not for trading but only in connection with the registration of the American
Depositary Shares representing such shares, pursuant to the requirements of the
Securities and Exchange Commission.

                         ------------------------------
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act:

                                      None
                         ------------------------------

Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report (at December 31, 2003).
Lihir Gold Limited Ordinary
Shares of no par value:                     1,282,334,215     fully paid shares
Lihir Gold Limited Treasury "B" Shares        161,527,405

                                 ---------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                         Yes [X]                No [ ]

Indicate by check mark which financial statement item the registrant has elected
to follow.
                    Item 17  [ ]           Item 18 [X]

================================================================================

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                                EXPLANATORY NOTE

This Amendment No. 1 on Form 20-F/A is being filed solely to amend Item 10.C of
the Annual Report on Form 20-F of Lihir Gold Limited (the "Company") for the
fiscal year ended December 31, 2003, which was filed on June 30, 2004, to
reflect the Nasdaq exemption granted to the Company from the requirements of the
Nasdaq Marketplace Rule regarding the quorum for shareholder meetings. In
connection with this Amendment No. 1, the Company is including the
certifications required by Rule 13a-14(a) of the Securities and Exchange Act of
1934, as amended.

This Amendment is not intended to revise other information presented in the
Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2003
as originally filed, which remains unchanged.

This Amendment does not reflect events occurring after the filing of the
original Form 20-F and does not modify or update the disclosure therein in any
way other than as required to reflect the amendment discussed above. As a
result, this Amendment continues to speak as of June 30, 2004.

ITEM 10. ADDITIONAL INFORMATION

A. SHARE CAPITAL

Not applicable.

B. PNG COMPANIES AND SECURITIES LAW

On March 27, 1997 the Papua New Guinea Parliament passed the Companies Act 1997
("the Companies Act") which, subject to six-month transitional provisions,
replaced the Companies Act (Chapter 146) that had applied in Papua New Guinea
since 1964. The Companies Act commenced operation on March 2, 1998. At the
Annual General Meeting of the company held on April 28, 1998, shareholders
approved registration of the company under the Companies Act and the company was
registered with effect from May 15, 1998. The Companies Act is based on the New
Zealand Companies Act 1993 and introduced significant changes to shareholders'
rights and duties and to the duties, liabilities and obligations of directors.

The PNG Securities Act 1997 also commenced operation on March 2, 1998. The
Securities Act governs the offering of securities to the public in PNG and deals
with the requirements for a prospectus prepared in connection with the offering
of securities. The Securities Act also contains a range of laws regulating the
operation of the securities market in PNG including; stock market manipulation
laws; false trading and market rigging transactions; false or misleading
statements in relation to securities; fraudulently inducing persons to deal in
securities; and disseminating information about illegal transactions. The
Securities Act contains a prohibition against insider trading. The Securities
Act also contains provisions dealing with the disclosure of substantial
shareholdings which require the giving of notice where a shareholder has a
relevant interest in at least five percent of the shares of a listed company. A
substantial shareholder is also required to give notice of changes in his or her
relevant interest of one per cent or more in the relevant class of shares. There
are also provisions to allow a company to require the disclosure of the
beneficial owners of shares in the company. The substantial shareholder
provisions and the provisions dealing with the disclosure of beneficial
interests have been in effect in relation to the company since September 28,
1998.

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A PNG takeovers code, approved under the provisions of the Securities Act, has
also applied to the company since September 28, 1998. The fundamental rule under
the Takeovers Code prevents any person from having a relevant interest of more
than 20% of the voting rights in a target company, except in a manner permitted
by the Code. There are no controls below the threshold of 20%. The definition of
relevant interest under to the Takeovers Code and for the purposes of the
substantial shareholder provisions of the Securities Act 1997 looks not merely
to beneficial ownership of a share but extends to and includes:

-     the power to control the exercise of any right to vote attached to a
      voting share

-     the power to acquire or dispose of the voting share; or

-     having the above powers by virtue of any trust, arrangement, agreement or
      understanding.

In addition, where a person (A) holds at least 20% of the voting rights in a
company (B), and B in turn has a "relevant interest" in a PNG company, A is
regarded as having the same relevant interest as B.

C. CONSTITUTION

The company's current constitution was adopted by shareholders at the company's
annual general meeting held on April 28, 1998. A copy is lodged with the
Registrar of Companies in Port Moresby, Papua New Guinea and a copy is attached
as Exhibit 1 to this annual report. The new constitution was modelled on the
company's previous memorandum of association and articles of association subject
to changes which:

(i) reflected changes made under the new Companies Act 1997 (e.g. the abolition
of par value of shares, the increased power for directors to make distributions
of money or property to members and the removal of the requirement that a
company have specific objects and powers); or

(ii) took advantage of specific provisions of the new Act which allow the
company to take a course of action (e.g. to buy back the company's shares, to
indemnify directors or to pay for D&O liability insurance) if expressly
permitted to do so by its constitution.

The following is a summary of the main points of the company's constitution.
References to clauses refer to clauses in the constitution.

-     The company is incorporated and registered in Papua New Guinea (Number
      C1-23423) and is a registered foreign company in Australia (ARBN 069 803
      998). Under section 17 of the Companies Act, a company has full capacity
      to carry on or undertake any business or activity, do any act or enter
      into any transaction, and in respect of these purposes, it has full
      rights, powers and privileges. Therefore it is not necessary to list the
      objects and purposes of the company in its constitution.

-     In accordance with clause 17, a director may vote on a proposal,
      arrangement or contract in which he is materially interested provided that
      he has complied with the Companies Act, the Official Listing Rules of the
      Australian Stock Exchange and provided the board does not otherwise
      determine.

-     The constitution contains provisions for the remuneration of directors
      (including reimbursement of expenses), the indemnification of directors in
      respect of certain liability or for costs incurred in defending or
      settling any claim or proceedings relating to such liability, and for
      effecting insurance for directors to the extent permitted under the Act.
      These are general powers of the

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      company which may in the normal course be exercised by a resolution of the
      board. An interested director who has declared his or her interest would
      be entitled to vote on any such resolution unless the board has determined
      that the director should not exercise any power in relation to the matter.
      The interested director is not entitled to vote on a resolution to make
      that preliminary determination.

-     There are no specific provisions relating to borrowing powers in the
      constitution. Clause 20.1 provides that the board has all necessary power
      for managing, and for directing and supervising the management of, the
      business and affairs of the company to the exclusion of the Shareholders
      and in accordance with clause 21.9 every resolution of the board is
      decided by a majority of votes. Therefore, the borrowing by the company is
      determined by a majority decision of the board.

-     An exercise of the borrowing power may in certain circumstances be subject
      to the provisions of the Companies Act (section 110) requiring shareholder
      approval for major transactions.

-     There are no provisions for retirement or non-retirement of directors
      under an age limit in the constitution.

-     Clause 15.5 provides that a director of the company need not be a
      shareholder.

-     Clause 10A.2(b) provides that Class B shares have no entitlement to
      dividends.

-     Clause 24.1 provides that the Board may declare distributions to the
      Shareholders (other than Class B shareholders) including declaring the
      property to constitute the distribution and the time of the distribution.
      Shareholder approval is not required for a distribution. Clause 24.3
      provides that where the Board has declared a dividend the obligation of
      the company to make the distribution only arises when the Board fixes the
      time for distribution and that time has arrived. Clause 24.8 provides that
      each dividend in respect of each share must be distributed according to
      the amount paid up on that share save to the extent that the terms of
      issue of a share provide otherwise. The company does not have any partly
      paid shares on issue.

-     Clause 24.18 provides that all dividends declared but unclaimed may (in
      the case of dividends not to be distributed as money) be realized into
      money and (in any case) be invested for the benefit of the company until
      claimed or until required to be dealt with under any applicable law
      dealing with unclaimed money.

-     Clause 5.6 provides that if a call in relation to a share is due and
      payable and not paid, the shareholder has no right to receive any
      dividends.

-     Clause 10A.2(a) provides that the Class B Shareholders do not have any
      voting rights.

-     Clause 13.2 provides that each shareholder who is entitle to vote on a
      resolution (where not disqualified from voting pursuant to the Listing
      Rules or the Act) has one vote on voting by voice or show of hands, and on
      a poll he has the number of votes equal to the number of fully paid shares
      held by that person.

-     Clause 5.6 provides that where a call in relation to a share is due and
      payable and not paid the shareholder has no right to vote.

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-     Under clause 15.3, one third of the directors (excluding the managing
      director) retire by rotation each year and are eligible for re-election.

-     Clause 27.3 provides that after distribution of assets to repay paid up
      capital any surplus assets will be distributed to the shareholders in
      proportion to the amount paid up by the shareholder on each share, save to
      the extent that the terms of issue of a share provide otherwise. The
      company does not have any partly paid shares on issue.

-     Clause 10A.2(d) provides that the Class B shares are redeemable at the
      option of the company for consideration of K100 per million (or part
      thereof) of those shares.

-     Clause 2.6(b) provides that the company is authorized to redeem any
      redeemable shares subject to the provisions of the Listing Rules and the
      securities clearing house business rules of Australia.

-     There are no provisions in the constitution in relation to sinking funds.

-     Clause 5 provides that the Board may make calls on a shareholder in
      respect of any or all of the amount unpaid on the share unless the terms
      of issue make that payment payable at a fixed time. The company does not
      have any partly paid shares on issue. The constitution does not expose the
      shareholders to any liability to further capital calls by the company.

-     There are no provisions discriminating against any existing or prospective
      holder of such securities as a result of such shareholder owning a
      substantial number of shares in the constitution.

-     Under the Companies Act, any provision of the constitution can be altered
      by special resolution of the shareholders requiring a 75% majority vote of
      those attending and voting.

-     Clause 8.2 provides that where the company by ordinary shareholders'
      resolution consolidates, divides or sub-divides its shares, the company
      may also by special resolution determine that, as between the shares
      resulting from the consolidation, division or sub-division, one or more of
      those shares has some preference or special advantage as regards
      dividends, capital, voting or otherwise over or compared with the other
      shares.

-     Clause 8.3 provides that if the shares are divided into different classes
      of shares, the rights attached to any class of shares may only be varied
      or abrogated with either the written consent of 75% of the shareholders of
      that class, or, sanction of a special resolution passed at a separate
      meeting of that class of shareholders.

-     Clause 8.4 provides that the board may do anything to give effect to any
      resolution authorizing or effecting the alteration of the share capital of
      the company, the variation or abrogation of rights attaching to any class
      of shares, or to adjust the rights of all parties.

-     Clause 11.3 provides that the board may convene a special meeting of the
      company at any time. Alternatively, clause 11.4 provides that the
      shareholders may requisition the holding of special meeting as provided by
      section 102(b) of the Act, which requires a written request of
      shareholders holding shares carrying not less than 5% of the voting
      rights.

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-     Clause 11.2 provides that the company must hold an annual general meeting
      in accordance with the Act, which must be held not later than 15 months
      after the previous annual general meeting.

-     Fourteen days' written notice of the meeting must be sent to the
      shareholders, directors and auditor of the company, stating the nature of
      the business, the text of any special resolution and, if required by the
      Australian Stock Exchange Listing Rules, include a form of proxy.

-     All shareholders (including Class B shareholders) may attend a meeting of
      shareholders either in person, by proxy, by attorney or (in the case of a
      shareholder which is a body corporate) by a representative.

-     Clause 12.2 provides that no business may be transacted by a meeting of
      shareholders unless a quorum of three is present. Clause 12.3 provides
      that, where a quorum is not present within 30 minutes after the time
      appointed for the meeting, (in the case of a meeting requisitioned by
      shareholders), the meeting is dissolved, or in the case of any other
      meeting, it is adjourned to the same time and the same place the following
      week, and if there is not a quorum within 30 minutes of the appointed time
      of that meeting, it is dissolved.

      In 1995, we were granted an exemption with respect to the quorum
      requirement under Nasdaq Rule 4350(f), which requires each issuer to
      provide for a quorum as specified in its by-laws for any meeting of the
      holders of common stock, which shall in no case be less than 33 1/3% of
      the outstanding shares of the company's common voting stock. We comply
      with the quorum requirements set forth in the previous paragraph.

-     There are no limitations on rights to own securities, including the rights
      of non-resident or foreign shareholders to hold or exercise voting rights
      on the securities imposed by foreign law, or by the charter or other
      constituent document of the company in the constitution.

-     There are no provisions in the constitution that would have an effect of
      delaying, deferring or preventing a change in control of the company, and
      that would operate only with respect to a merger, acquisition or corporate
      restructuring involving the company (or any of its subsidiaries).

-     There are no provisions in the constitution governing the ownership
      threshold above which shareholder ownership must be disclosed.

-     The company is incorporated, and has its principal activities, in Papua
      New Guinea. As such it is subject to the Act, the Securities Act of Papua
      New Guinea and the Takeovers Code under the Securities Act. The general
      effect of this legislation is referred to elsewhere in this Form 20-F.

-     In relation to an increase in capital by the issue of new shares, clause
      2.1 provides that this power is conferred on the board of directors
      subject to the listing rules of any applicable stock exchange (namely the
      Australian Stock Exchange, Port Moresby Stock Exchange and NASDAQ National
      Market). The conditions in this regard are no more stringent than is
      required by law. There are no pre-emptive rights of existing shareholders.



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D. MATERIAL CONTRACTS

LIHIR MANAGEMENT

GENERAL. At December 31, 2003, Lihir Management Company employed 989 full-time
employees for the Lihir operation. Lihir Management Company has entered into the
Technical Support Agreement with Rio Tinto pursuant to which it is able to
periodically supplement its expertise, by drawing on experienced engineering,
construction and operations personnel from other Rio Tinto owned or controlled
businesses from around the world. See "Technical Support Agreement" below.

The Lihir Management Company team includes commercial, engineering, construction
and operations personnel. The senior members of the management team have
extensive experience in mining operations.

MANAGEMENT AGREEMENT. While the company's board of directors has ultimate
control and responsibility for all of the company's operations, and the exercise
of all the company's powers and rights, pursuant to the management agreement the
board of directors, has delegated to Lihir Management Company the authority and
responsibility to manage the corporate affairs of the company, the construction
and operation of the Lihir operation, any exploration activities undertaken by
the company in the Lihir Group of islands, and any other operations and
activities of the company. Subject to the restrictions described below, Lihir
Management Company is permitted to enter into contracts on behalf of the company
and to pay, out of the company's funds, all costs and expenses incurred by it in
connection with its role as manager of the Lihir operation, including, without
limitation, the salaries and other compensation payable to Lihir Management
Company personnel, and the monthly management fee referred to below. In
addition, Lihir Management Company is permitted to contract for the performance
of its duties under the management agreement, provided, however, that any
contracts with a related corporation of the manager, must be on ordinary
commercial terms and at a cost no greater than that of obtaining the services
from a contractor independent of the related corporations.

Lihir Management Company's discretion to manage the Lihir operation is limited
in certain respects. Lihir Management Company cannot, without the approval of
the company's board, incur any individual capital expenditure in excess of
US$3,000,000 except in accordance with a budget approved by Lihir's board of
directors, or incur any expenditure either in excess of 110% of an approved
budget (except in emergency circumstances) or in excess of US$10,000,000 other
than in accordance with an approved budget. In addition, Lihir Management
Company may not at any time, without the approval of the company's board:

-     approve any contract with a value greater than US$1,000,000 with a
      corporation related to it or with any other party for a term of more than
      one year and a value in excess of US$5,000,000

-     approve any financial or operating lease for terms exceeding one year with
      capitalized values in excess of US$5,000,000

-     settle any litigation or arbitration that would require the company to pay
      any amount in excess of US$500,000

-     dispose of any of the company's property having an original cost, or being
      sold at a price, greater than US$5,000,000

-     dispose of the special mining lease or any portion or all of the
      exploration license

-     suspend operations or resume operations after any suspension except as
      permitted by the mining development contract

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-     make any changes in the approved proposal for development except as
      permitted there under

-     undertake any business or exploration not contemplated in the approved
      proposal for development

-     make voluntary pre-payments or alter the terms of any debt financing
      facility of the company.

All dollar amounts referred to in this paragraph are increased as of January 1
of each year (beginning January 1, 1997) by the application of the implicit
price deflator of the U.S. Gross National Product.

The board of directors has delegated all of its responsibilities with respect to
the company other than the responsibility to:

-     nominate directors to the board of directors and to appoint the chairman
      of the board of directors

-     commit the company to raise equity or to borrow funds and to approve any
      documents under which securities may be issued

-     determine treasury policies, including foreign currency and interest rate
      exposure, as well as to determine risk management policies

-     approve interim and annual reports, engage auditors and set accounting
      policies

-     determine dividend policies and approve dividends

-     engage auditors to review and report to the board on the company's
      internal controls and compliance with statutory and regulatory
      requirements.

Until the end of 2003, Lihir Management Company has been paid a monthly
management fee equal to the greater of US$250,000 (adjusted annually by the
implicit price deflator for the US Gross National Product), or 1.5% of the
average monthly operating costs of the Lihir operation during the preceding
three months. From the commencement of 2004, this fee has been reduced and is
now capped at US$1.5 million per annum. In addition, Lihir Management Company is
entitled to receive 1% of all costs incurred on any expansion involving capital
expenditures greater than US$50 million. For purposes of the foregoing, all
capital and operating costs are calculated excluding the management fee paid or
payable to Lihir Management. The company's obligation to pay the management fee
will be suspended, 12 months after mining operations have been suspended as a
result of certain specified events of force majeure, and one month after mining
operations are suspended for any other reason.

The appointment of Lihir Management Company as the manager of the Lihir
operation shall continue during the term of the mining development contract
unless the management agreement is earlier terminated. The company can terminate
the management agreement for specified reasons, including certain events of
insolvency of Lihir Management, any breach by Lihir Management Company of the
terms of the management agreement, or if Rio Tinto (directly or indirectly)
ceases to hold at least 15% of the issued shares of the company, or Lihir
Management Company ceases to be a wholly owned subsidiary of Rio Tinto or, upon
six months notice, after the management agreement has been in effect for 20
years. In addition, the parties may of course agree to terminate the management
agreement, or Lihir Management Company may terminate the management agreement,
upon six months notice after the later of 10 years after the date of the
agreement, and the repayment of all loans to the company, the terms of which
require management of the Lihir operation by a related corporation of Rio Tinto.
As a result of Rio Tinto not participating in the share issue undertaken by the
company in November 2003

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and January 2004, Rio Tinto's interest in the company was reduced below 15% to
14.46%. The company agreed not to exercise its right to terminate the management
agreement on the basis of this dilution of Rio Tinto's interest.

The management agreement provides that none of Lihir Management Company, Rio
Tinto, subsidiaries of Rio Tinto, or any of their respective directors,
officers, employees, agents and representatives shall be liable to the company
for, and all such entities and persons are indemnified and held harmless by the
company against, any costs, losses, claims, damages or liabilities
(collectively, "Losses") incurred, suffered or done in the course of the
discharge of or arising in any way from, or in connection with the failure by
the manager to discharge its duties under the management agreement, unless they
result from the manager's willful omission or willful misconduct (each as
defined therein). No such liability can result from a breach of the management
agreement, if the breach would not have occurred if Lihir Management Company had
not acted upon or omitted to act, following the instructions of or in accordance
with any decision or determination by the company's board of directors. The
company is indemnified by Lihir Management Company for losses that are the
result of the manager's willful omission or willful misconduct.

Lihir's lenders have required as a condition of financing, that the Lihir
operation continue to be managed by Rio Tinto or one of its wholly owned and
controlled affiliates. This is a condition to borrowings under the current
syndicated facility agreement, and any failure by Rio Tinto to wholly own or
control Lihir Management Company will also constitute a review event.

GUARANTEE OF FINANCIAL OBLIGATIONS UNDER MANAGEMENT CONTRACT. Lihir Management
Company is a wholly owned subsidiary of Rio Tinto Western Holdings Limited,
which is wholly owned by Rio Tinto plc. Rio Tinto Western Holdings Limited
issued a guarantee dated May 22, 1995, in favor of Lihir, of the financial
obligations of Lihir Management Company under the management agreement. The
guarantee may not be terminated by the guarantor while Lihir Management Company
has any financial liability to the company under the management agreement. The
guarantee does not apply to financial obligations arising from acts or omissions
of Lihir Management Company after Lihir Management Company has ceased to be a
subsidiary of the guarantor, provided the guarantor has procured an acceptable
replacement guarantee from another guarantor acceptable to the company. The
guarantee is not a guarantee of Lihir Management's performance under the
management agreement.

TECHNICAL SUPPORT AGREEMENT. Under the technical support agreement, Rio Tinto
has agreed to provide to Lihir Management Company from its own resources, or the
resources of other members of the Rio Tinto Group, upon Lihir Management's
request, all advice and personnel as may be required to enable Lihir Management
Company to discharge its duties as manager under the management agreement.

In the technical support agreement, Rio Tinto has agreed to provide a variety of
personnel to assist Lihir Management. At a flat rate (subject to increases for
inflation) of US$600 per person per day, (plus travel and accommodation costs),
Rio Tinto will provide contract services for such matters as ore reserves, mine
engineering, geothermal issues, metallurgy, general engineering, infrastructure
and financial analysis. In addition to these contract services, Rio Tinto may be
called upon to provide support for Lihir Management's treasury, accounting,
legal, mine planning, environment, financing, risk management and other such
matters. For these services Rio Tinto is reimbursed for out-of-pocket travel and
accommodation expenses. Rio Tinto also, from time to time, transfers for a
specified period personnel to Lihir Management Company, to serve as senior
management and to perform certain administrative functions, and is entitled to
receive from Lihir Management Company an amount equal to the salary and
statutory social security charges in respect of such personnel. The technical
support

<PAGE>

agreement will remain in force until the termination of the management agreement
or until Lihir Management Company ceases to be a subsidiary of Rio Tinto.

PNG MINING LAWS

The principal PNG mining laws are the PNG Mining Act, the Mining (Safety) Act
and the Regulations under these acts. The PNG Mining Act, provides that "all
minerals existing on, in or below the surface of any land in PNG, including any
materials contained in any water lying on any land in PNG, are the property of"
the PNG Government. The PNG Mining Act also provides for a system of licenses
and leases, pursuant to which persons are permitted to explore for minerals,
develop mines and extract mining products. The Mining (Safety) Act provides for
the regulation and inspection of mines and associated works.

In 1990 and 1991, actions were brought in the PNG National Court challenging the
constitutional validity of the prior Mining Act on the grounds that the PNG
Government's ownership of minerals under privately owned land resulted in an
unjust deprivation of property. The actions were dismissed on procedural grounds
and thus the merits of the challenge were never decided. When the PNG Mining Act
was enacted in June 1992, provisions were included in an attempt to clarify the
constitutional status of any compulsory acquisition of property, or deprivation
of the use or possession of property, which may be effected by or under the new
PNG Mining Act.

The company has received advice from its PNG counsel, Blake Dawson Waldron, to
the effect that even if the Special Mining Lease or Exploration License were
determined to result in an unjust deprivation of property, the landowner's
recourse would be an action for compensation against the PNG Government, and
that the validity or legality of the grant of the Special Mining Lease or
Exploration License could not be successfully challenged for this reason.

The principal mining rights for large-scale operations under the PNG Mining Act,
are exploration licenses and special mining leases. An exploration license
confers the exclusive right to carry out exploration for minerals for a two-year
period over a defined area. The holder of an exploration license is required to
conduct certain minimum agreed exploration activities during the term of the
license. Assuming it complies with the terms of the exploration license and
submits an acceptable program for the next period, the holder can generally
expect the license to be renewed for additional two-year periods. However, the
holder has no legal right to require such an extension. A mining lease with
respect to property covered by an exploration license can only be granted to the
holder of the license, although the PNG Government is under no obligation to
issue a mining lease, and could simply allow the exploration license to lapse,
in which case a mining lease for the property could be granted to another
person.

A special mining lease gives tenure to carry out construction and operations. It
can be granted for a term not exceeding 40 years, and may be extended for
periods of up to 20 years each. Special mining leases can only be granted after
a mining development contract has been negotiated and entered into, with the PNG
Government and the PNG Minister for Mining has approved the proposal for
development. In addition, before the land is occupied for mining purposes,
agreement must be reached with the landowners on appropriate compensation. The
holder of the special mining lease, is then entitled to the exclusive occupancy
for mining and mining purposes of the land, over which it is granted, and owns
all minerals lawfully mined from that land. Ownership of minerals thus passes
from the PNG Government, to the holder of the special mining lease, at the point
when the minerals, or the mineral bearing ores, are extracted from the ground.

<PAGE>

The holder of a special mining lease is obliged to pay a royalty to the PNG
Government equal to 2.00% of either the FOB value of the minerals, if they are
exported without smelting or refining in PNG, or the net smelter returns from
the minerals, if they are smelted or refined within PNG.

The company understands that the PNG government has commenced a review of its
mining laws. As yet, no proposal or documents have been published but reforms
are considered likely in due course.

RELATED AGREEMENTS WITH PNG GOVERNMENT

EXPLORATION LICENSE. The Exploration License, (EL485) which gives it the
exclusive right to explore for gold and other minerals over the rest of Lihir
Island, including Luise Harbour, has been renewed on six occasions since its
original issue in 1983, the most recent extension being made from March 31, 2002
and expiring on March 31, 2004. This license is in the process of renewal. An
application for renewal was lodged in March 2004 and renewal fees paid. Relevant
public hearings are scheduled for July 2004. The renewal process is procedural
and no issues are anticipated in relation to granting of a further two year
renewal. The Special Mining Lease has been carved out of the area previously
covered by the Exploration License. For a discussion of exploration licenses
generally, see "PNG Mining Laws" above.

SPECIAL MINING LEASE. The company holds the Special Mining Lease which gives it
the exclusive right to mine and produce gold and other minerals from the area of
the Luise Caldera immediately adjacent to Luise Harbor, including the site of
the processing plant on Putput Point. It also holds subsidiary mining rights
elsewhere on Lihir Island.

The Special Mining Lease is governed by the Mining Development Contract. The
Special Mining Lease can be terminated only if the Mining Development Contract
is properly terminated.

The Special Mining Lease was originally issued to the joint venture on March 17,
1995. It has a term of 40 years, and, under the Mining Act, may be renewed for
subsequent periods of 20 years each at the discretion of the PNG Government

MINING DEVELOPMENT CONTRACT. The company and the PNG Government entered into the
Mining Development Contract relating to the Lihir operation on March 17, 1995.

In the Mining Development Contract, the company agreed to use its best efforts,
to build and operate the Lihir operation as specified in the Approved Proposal
for Development. The company is permitted to modify the Approved Proposal for
Development without seeking the PNG Government's permission, as long as the
modification substantially complies with the Approved Proposal for Development
submitted by the company. In addition, the PNG Government will be deemed to have
approved all modifications, which do not substantially comply with the Approved
Proposal for Development, if they do not object to such a modification within
fifteen days of receiving notice of such a change. The PNG Government has agreed
it will not unreasonably withhold its approval of any modification, and all
disagreements are subject to international arbitration. The company has the
right to suspend its operations at any time, if, after notice to and
consultation with the PNG Government, the company's revenues from the Lihir
operation for the three months immediately preceding the date of the notice, are
less than the sum of the royalties and operating costs. However, the company
must immediately (and periodically thereafter until the resumption of
operations) report such suspension to the PNG Government and must maintain the
Lihir operation's assets in good order. After three years of suspended
operations, the PNG Government can compel the company to resume the Lihir
operation, unless an independent expert determines that the Lihir operation is
still not economically

<PAGE>

viable. The PNG Government may raise the issue again 12 months after any such
determination by an independent expert.

Under the terms of the Mining Development Contract, between three to five years
after the commencement of commercial production, the company must commission and
complete, within 12 months, a study into the feasibility of an expansion of the
Lihir operation at a capital cost of at least US$100 million (as adjusted by an
inflation factor), and the company must discuss the results of this study with
the PNG Government. If the company chooses not to proceed with the expansion,
the PNG Government may at some later date, on 12 months notice, require a second
expansion feasibility study to be conducted by the company. The company has the
right to decide whether or not to pursue any such expansion. However, if it
decides not to pursue such an expansion, the company has undertaken to stockpile
all ore not immediately processed that has a grade in excess of 1.6 g Au/t. This
commitment is for a minimum of two further years. The PNG Government has
indicated that after this two year stockpile of low grade ore has been created,
it will permit the disposal of all material below an economic break-even cut-off
grade.

The Mining Development Contract governs the ability of the company to finance
the Lihir operation, to retain sales revenues in foreign currency and to make
payments and distributions in foreign currency. See "PNG Foreign Investment Laws
and Exchange Controls".

The PNG Government has agreed to permit the company to import into PNG all
materials necessary to construct and operate the Lihir operation and that any
taxes or duties will be applied to these materials on a non-discriminatory
basis. In addition, it has agreed to expeditiously approve the work permits and
visas of any expatriate worker needed to work at the Lihir operation.

The PNG Government has also agreed to permit the company to export and market
its mine products as it chooses, free of any export duty. Such marketing must be
made on an arm's length basis and must comply with PNG Government notices
prohibiting sales to buyers in certain jurisdictions on the grounds that such
sales may cause PNG to breach international law or may be prejudicial to the
national security or international relations of PNG.

The Mining Development Contract contains several provisions requiring the
company to hire local workers and use local companies. The company must provide
for the training of Papua New Guineans and the replacement of expatriate
employees with Papua New Guineans. In procuring material, equipment and services
for the operations, the company must give certain preferences to Papua New
Guinean contractors and suppliers. The company must include Papua New Guinea
contractors and suppliers in all requests for bids where the contractor or
supplier has the proven ability to perform similar work within the required time
period. If the company receives a bid from one of these Papua New Guinean
contractors or suppliers, it must accept the bid if it meets the specifications,
is competitive in cost with international sources and meets the quality,
delivery and service requirements of the Lihir operation. In addition, the
company must encourage the development of local business, which might be derived
from the project, by implementing an approved business development plan.
Finally, the company may be required to have up to one-third of its mine
products refined at a refinery located in PNG, provided that the refineries have
the capacity and offer competitive terms and conditions. This has not yet
occurred.

The Mining Development Contract also contains provisions permitting the PNG
Government to purchase any of the installations or infrastructure that are to be
built by the company in connection with the Lihir operation, excluding any
facilities directly used in the mining and processing of the ore, any roads
within the mining site and any administrative buildings or housing. The PNG
Government may elect to either finance the construction of these facilities or
purchase these facilities after their

<PAGE>

construction by the company. If the PNG Government decides to finance the
building of these facilities, Lihir Management Company will be responsible for
hiring the contractors and supervising the work to its standards but the PNG
Government will pay for and own the facilities and it may impose a fee on the
company for the use of the facilities, the amount of which is subject to
arbitration before a designated expert if no value can be agreed. If the PNG
Government decides to purchase these facilities after their construction by the
company, the sales price will be equal to residual value after depreciation. If
this occurs, the PNG Government will pay the purchase price in an annual
installment equal to the amount of depreciation the company could have claimed
if it still owned the property. The PNG Government has agreed that this annual
payment will be treated as a capital receipt for PNG income tax purposes. After
any such purchase, the company will be obligated to make an identical payment to
the PNG Government as a usage fee for the property, which the PNG Government has
agreed will be treated as a deductible outgoing for PNG income tax purposes.

The Mining Development Contract may only be terminated by the PNG Government if
the Special Mining Lease expires and is not renewed, or the company surrenders
the Special Mining Lease (other than for the renewal or extension thereof or for
the issuance of a new Special Mining Lease), or the company abandons the Lihir
operation, or if the company materially defaults in the performance of its
significant obligations under the Mining Development Contract. These company's
obligations include:

-     to construct the mine and operate in accordance with the approved proposal
      for development (including the environmental plan)

-     not to incur debt in violation of certain coverage tests

-     to convert its foreign currency revenues into Kina, subject to certain
      exceptions

-     not to keep gold in inventory for a period greater than three months
      without placing in its Kina bank account an amount equivalent to the cash
      value of such gold

-     to comply with PNG Government notices forbidding certain sales of gold

-     to comply with its various obligations to hire PNG employees or suppliers
      or contractors

-     not to suspend its operations other than as permitted by the Mining
      Development Contract

-     to comply in all material respects with the environment plan (see
      "Information on the Company - Property, Plant and Equipment -
      Environmental Considerations - Environmental Plan").

The PNG Government must begin any termination of the Mining Development Contract
by giving the company a default notice. If the default described in the notice
is not cured within 180 days, the PNG Government has the right to deliver a
termination notice, which will terminate the agreement and the Special Mining
Lease 30 days later. If the company contests the grounds for the issue of a
default notice, or there is a dispute as to whether a default has been cured,
the matter is to be submitted to arbitration under the United Nations Commission
on International Trade Law Rules. The PNG Government may not deliver a
termination notice to the company while the grounds for the issue of a default
notice are in the arbitration process, and any previously delivered termination
notice shall be suspended once an arbitration proceeding commences. If prior to
the date set for termination, a receiver, manager or other administrator is
appointed to act on behalf of any bank in connection with permitted debt
finance, termination cannot occur for at least two years, as long as the
administrator complies with the Lihir operation agreements and prevents
deterioration in the Lihir operation facilities.

Except for those required to be referred to a special expert, all disputes under
the Mining Development Contract must be arbitrated under the Arbitration Rules
of the United Nations Commission on International Trade Law. The PNG Government
has waived its immunity with respect to enforcement of arbitration awards. The
Mining Development Contract is governed by PNG law.

<PAGE>

OPERATIONS AGREEMENTS

PRESSURE OXIDATION TECHNOLOGY LICENSE. On August 5, 1995, Lihir Management
Company, acting for and on the company's behalf, entered into an agreement with
Sherritt Inc under which Sherritt disclosed know-how relating to its proprietary
and patented pressure oxidation technology and whereby, subject to certain
payments, it granted an irrevocable, perpetual non-exclusive license to use the
pressure oxidation technology in the company's processing plant, as patented or
contained within Sherritt's know-how. In or before November 2000, Sherritt
assigned its rights to the intellectual property, the subject of the license,
and the license itself, to Dynatec Corporation.

FINANCING AGREEMENTS

The company funded a portion of the construction of the Lihir operation pursuant
to a loan agreement, dated August 18, 1995, between the company and the 26 banks
named therein. The banks agreed to a loan of up to US$300 million, which was
drawn down in installments to finance the costs of developing the Lihir
operation, initial working capital and operating costs and certain other
expenses, including interest on the loan, certain insurance premia and certain
financing costs.

This loan agreement and supporting bank financing agreements were terminated by
agreement on November 22, 2000, and replaced by a syndicated facility agreement.
The syndicated loan is in the form of a US$50 million revolving credit facility,
arranged and underwritten by ABN-AMRO Australia Limited, Commonwealth Bank of
Australia, Deutsche Bank AG, Macquarie Bank Limited and SG Australia Limited are
participating with ABN-AMRO Australia Limited in this facility.

During the period Lihir had only one other financing arrangement, which was
originally a US$26.5 million facility from the European Investment Bank, dated
February 15, 1996. This EIB financing is also summarized below. The facility was
prepaid in its entirety on April 30, 2004 and the company is no longer indebted
under it.

The following summaries do not purport to be complete and are qualified in their
entirety by reference to all of the provisions of the respective agreement
documents, including the definitions used in those agreements.

The following is a summary of certain provisions of the transaction documents
for the syndicated facility agreement.

SYNDICATED FACILITY AGREEMENT  - OVERVIEW

The US $50 million syndicated loan facility attracts an overall interest rate of
2.9% over LIBOR. The facility expires in June 2005 and its limit reduces in
increments as follows:

June 30, 2003              US$10 million
June 30, 2004              US$10 million
June 30, 2005              US$30 million

SYNDICATED FACILITY AGREEMENT - DOCUMENTATION, TERMS AND CONDITIONS

  -   Purpose: The available finance was first to be used to repay all sums
      owing under the then

<PAGE>

existing senior debt facility. The US$50 million revolving credit has since then
been available for general corporate purposes, including the repayment of
indebtedness and payment of dividends or return of capital to shareholders.

-     Pricing:

<TABLE>
<S>                                                <C>
Interest margin                                    1.90%
Political risk insurance margin                    1.00%
</TABLE>

      In certain limited circumstances changes in law and official regulations
could increase the interest margin.

- Prepayment: The facility can be repaid on any interest payment date without
penalty or at any other time on payment of interest period break costs, subject
to two day's notice. The undrawn commitment may be cancelled without penalty on
ten day's notice.

- Security: The lenders and hedge providers have the benefit of a fixed and
floating charge over the assets of Lihir. The amount of secured gold hedging can
be increased to 80% of proven and probable reserves and additional hedge
providers can be introduced without the consent of the secured parties.

- Conditions Precedent: The lenders needed to be satisfied with the results of
normal technical and legal due diligence. Political risk insurance satisfactory
to the facility agent needed to be available for drawings under the facility.

- Representations and Warranties: Lihir was required to make customary
representations and warranties, including confirmation of compliance in all
material respects with the 1998 World Bank Environmental, Health and Safety
Guidelines, on the day of signing the US$50 million syndicated facility
agreement. Certain of these representations and warranties need to be repeated
every six months.

- Undertakings: Undertakings given by Lihir included:

      -     compliance with the 1998 World Bank Environmental, Health and Safety
            Guidelines;

      -     restrictions on Lihir's ability to incur additional financial
            indebtedness and to create additional security interests over its
            assets;

      -     maintaining gold price hedging between a minimum agreed profile and
            80% of proven and probable reserves; and

      -     providing to the facility agent and independent engineer each year
            the mine plan and cash flow projections used to calculate debt
            service cover ratios for financial covenants.

- Distributions to subordinated lenders and shareholders: If, at December 31 and
June 30 each year, the debt service cover ratio for the following 12 months is
greater than 1.25, and the life of mine debt service cover ratio is greater than
2.5, Lihir would have the right to withdraw cash in excess of a US$15 million
minimum liquidity balance from the secured accounts.

- Events of Default: In addition to the normal default provisions relating to
non payment, financial distress, misrepresentation, cross default and breach of
undertakings, the agreement includes default provisions covering material
adverse change, expropriation, war and political violence and exchange control.

<PAGE>

      The US$50 million facility agreement also includes financial covenants
that would trigger default, if at December 31 and June 30 of each year, the debt
service cover ratio for the next twelve months, is less than 1.0 or the life of
mine debt cover ratio is less than 1.5.

      If an event of default is continuing the lenders, acting on majority
consent, may cancel the revolving credit commitment and accelerate repayment of
the loan.

- Review Events: If, without consent of the agent (acting on the instructions of
all the lenders), Rio Tinto sells in whole or in part its current shareholding
in Lihir or the manager of the project ceases to be a wholly owned subsidiary of
Rio Tinto, the Agent may give notice to Lihir, within 21 days of becoming aware
or being notified of such an event:

      -     requiring the US$ 50 million revolving credit be immediately
            restructured in a manner acceptable to the Agent; or

      -     requiring the US$ 50 million revolving credit be repaid and canceled
            within 180 days from such notification.

EIB FINANCING - OWN RESOURCES FINANCE CONTRACT

      Pursuant to finance documents entered into among EIB, MRDC and the company
on February 15, 1996, EIB agreed to lend funds in an amount of 25 million
European currency units to MRDC, such funds to be on-lent to Lihir for the
financing of the Lihir operation pursuant to an on-lending agreement between
Lihir and MRDC. Under these finance documents, the credit was required to be
linked to past or planned expenditures in connection with the metallurgical
plant or the oxygen plant, described in the technical description attached
thereto. Lihir drew the entire funds during the 1997 year, which were used to
fund the purchase of the oxygen plant and processing equipment. Although the
funds are lent to MRDC, the credit was disbursed directly to Lihir in US Dollars
in the amount of approximately US$26.5 million.

Interest on funds lent to MRDC under the EIB finance documents, accrues at a
rate equal to the average of the rates applicable to comparable loans made by
the EIB, on the date of the relevant disbursement notice of 3%. The interest
rate accruing on amounts on-lent by MRDC to Lihir, under the on-lending
agreement, accrues at an annual rate equal to 8.42%, which is the sum of the
interest rate payable by MRDC to EIB, the annual rate subsidy of 3.42%, and a
margin of 2%. The portion of interest payable, under the on-lending agreement
which corresponds to the interest rate subsidy, will be paid by or on behalf of
MRDC to the New Ireland Trust Fund, in order to fund the development or
maintenance of physical or social infrastructure projects for the benefit of the
population of New Ireland province.

The finance documents contain, among others, undertakings from the company, with
respect to use of proceeds, completion of the Lihir operation, financing of cost
overruns without recourse to the EIB, insurance, maintenance of the Lihir
operations facilities, operation of the mine, shareholding and lending, future
operations, regular reporting and environmental reporting.

The on-lending agreement was signed on December 19, 1997, which set forth the
rights and obligations of MRDC and Lihir with respect to amounts on-lent to
Lihir by MRDC. In order to comply with the terms of the loan agreement, the
payment by Lihir, of any amounts under the on-lending agreement, was
subordinated in right of payment and upon liquidation to the syndicated facility
agreement.

<PAGE>

      The loan contains Event of Default provisions that, if satisfied, give
EIB/MRDC the right to demand immediate repayment of the loan. These provisions
concern events such as material misrepresentation of fact, failure to pay
obligations under the loan when due, insolvency or liquidation of the Company,
abandonment of a substantial part of the Company's business, substantial
reduction in the net worth of the Company, default on other major loan
agreements, and any material adverse effect on the Company's ability to service
the loan. To date, no Event of Default has been triggered.

As part of the refinancing agreement signed on November 22, 2000, MRDC consented
to revised terms of subordination and security in the on-lending agreement.

In January 2004, notice was forwarded to MRDC by Lihir of the company's
intention to prepay the facility. The facility was fully prepaid on April 30,
2004.

E. EXCHANGE CONTROLS

Since achieving self-government in 1973 and independence in 1975, PNG has
maintained a consistent policy of welcoming direct foreign investment in most
activities, and foreign investment in the mining sector in particular. The
Investment Promotion Act assures investors that they will have the right to
remit after-tax profits, and to make external debt-service and supplier
payments, and that there will be no expropriation without adequate compensation.

The PNG Central Banking (Foreign Exchange and Gold) Regulations generally
require that PNG residents (including the company), obtain approval from the PNG
Central Bank or its delegate for the inflow and outflow of currency and gold to
and from PNG. More specifically, PNG companies are required to transfer all of
their non-Kina revenues to PNG, and convert them into Kina, and require the
prior approval of the PNG Central Bank to convert funds from Kina into other
currencies. However, as is ordinarily the case with large mining and petroleum
projects in PNG, under the Mining Development Contract, the PNG Government has
agreed to ensure that the PNG Central Bank will grant to the company, permission
to retain certain of its funds in other currencies in, and to convert and
transfer its Kina funds, into offshore accounts. Prior to the completion of the
development of the Lihir operation, this permission was limited to certain
proceeds from bank loans, insurance policies and the sale of its securities
(including all of the non-Kina proceeds of the Loan and the global offering).
The company is currently permitted to retain, in the offshore accounts, proceeds
from the sale of mining products, and the proceeds of bank loans and insurance
policies in an aggregate amount, sufficient to pay three months anticipated loan
servicing obligations, payments for goods and services to persons resident
outside of PNG, dividends to non-PNG shareholders, and payments for certain
approved reductions in share capital. To the extent the foregoing permissions
are insufficient for such purposes, the company would require the approval of
the PNG Central Bank, to pay cash dividends to shareholders resident outside
PNG, or to invest or purchase goods or property outside PNG.

The Kina is subject to exchange controls. There is a limited and inefficient
market for the Kina, and no assurance can be given that the company will be able
to convert any Kina funds it has into other currencies, at rates comparable to
those at which funds were initially remitted to PNG, or at all.

Consent of the PNG Central Bank or its delegate, is required for the export of
gold from Papua New Guinea. While the discretion vested in the PNG Central Bank
is absolute, consent can be anticipated in circumstances where the transaction
is on reasonable commercial terms, and where the applicant has complied with its
PNG foreign exchange and taxation obligations.

<PAGE>

Foreign workers, including those employed by the company, if they are resident
in Papua New Guinea, will be subject to exchange control administered by the
Bank of Papua New Guinea (the Central Bank), under the Central Banking (Foreign
Exchange and Gold) Regulation. A taxation clearance certificate is generally
required where cumulative remittances of foreign currency exceed K50,000 in a
calendar year, and formal exchange control approval is generally required where
total cumulative foreign currency remittances exceed K500,000 in a calendar year
(approximately US$130,000), including for the purposes of buying securities. A
person in this position will be able to purchase the company's ordinary shares,
or American Depositary Shares, on exchanges outside Papua New Guinea, on which
they are listed for quotation.

A foreign worker employed by the company, who is resident in Papua New Guinea,
will be permitted to purchase the company's ordinary shares on the Port Moresby
Stock Exchange in Papua New Guinea, without any restriction. A person who is not
resident in Papua New Guinea, will be able to purchase the company's ordinary
shares or American Depositary Shares, on the exchanges on which they are listed
for quotation without any restriction. This position is generally applicable in
PNG.

Any person who has purchased the company's ordinary shares would be permitted to
hold them, and exercise the votes attached to them, without any limitations,
subject to the provisions of the PNG Companies Act.

F. TAXATION

The following discussion is a summary of United States federal income,
Australian and PNG tax consequences, to U.S. holders of ordinary shares, or of
ADSs evidenced by ADRs. The discussion does not purport to be a comprehensive
discussion, and is based on the United States Internal Revenue Code of 1986, as
amended (the "Code"), and the tax laws of PNG as in effect on the date hereof,
which are subject to change. This discussion is also based in part, upon the
representations of the ADS Depositary Bank of New York, and assumes that each
obligation in the Deposit Agreement, and any related agreement, will be
performed in accordance with its terms. The discussion does not consider any
specific facts or circumstances that may apply to a particular investor, some of
which (for example, tax-exempt entities, banks, broker-dealers, traders in
securities that elect to mark to market, investors liable for alternative
minimum tax, investors who hold ordinary shares or ADRs as part of straddles, or
hedging or conversion transactions and investors whose functional currency is
not the U.S. dollar) may be subject to special rules. Accordingly, prospective
purchasers of ordinary shares or ADSs are urged to consult their tax advisors
concerning the U.S. federal, state, local and foreign tax consequences including
the PNG consequences, of their ownership of ordinary shares or ADSs.

UNITED STATES FEDERAL INCOME TAXATION

For purposes of this discussion, a "U.S. Holder," is any beneficial owner who
owns the ordinary shares or ADSs as a capital asset, and is (i) a citizen or
resident of the United States, (ii) a domestic corporation, (iii) an estate
subject to United States federal income taxation on a net income basis or, (iv)
a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust, and one or more United States
persons have the authority to control all substantial decisions of the trust.
The discussion does not address aspects of United States taxation other than
federal income taxation, and of PNG taxation, other than income taxation.
Prospective investors are urged to consult their tax advisors regarding the
United States federal, state, local, PNG,

<PAGE>

and other jurisdictions regarding tax consequences of owning and disposing of
ordinary shares and ADSs.

In general, taking into account the earlier assumptions, for United States
federal income purposes, holders of ADRs evidencing ADSs, will be treated as the
owners of the ordinary shares represented by those ADSs.

TAXATION OF DIVIDENDS

Subject to the discussion under "Passive Foreign Investment Company
Considerations" below, under United States federal income tax law, U.S. Holders
will include, in gross income as a dividend, the gross amount of any
distribution paid (before reduction for PNG withholding taxes), by the company,
to the extent of its current or accumulated earnings and profits (as determined
for United States federal income tax purposes) as ordinary income, when the
dividend is received, actually or constructively, by the U.S. Holder, in the
case of ordinary shares, or by the Depositary, in the case of ADSs. The dividend
will not be eligible for the dividends-received deduction, generally allowed to
U.S. corporations. The amount of the distribution will be the U.S. dollar value
of the PNG Kina payments made, determined at the spot PNG Kina/U.S. dollar rate
on the date such dividend distribution is includible in the income of the U.S.
Holder, regardless of whether the payment is in fact converted into U.S.
dollars. Generally, any gain or loss resulting from currency exchange
fluctuations during the period from the date the dividend is paid to the date
such payment is converted into U.S. dollars, will be treated as ordinary U.S.
sourced income or loss. Distributions in excess of current and accumulated
earnings and profits, as determined for United States federal income tax
purposes, will be treated as a non-taxable return of capital to the extent of
the US Holders basis in the ordinary shares or ADSs and thereafter as capital
gain.

Subject to certain conditions and limitations, the PNG tax withheld and paid
over to PNG will be eligible for credit against the U.S. Holder's United States
federal income tax liability.

For foreign tax credit purposes, the dividend will be income from sources
without the United States, but generally will be "passive income" (or, in the
case of certain holders, "financial services income") which is treated
separately from other types of income for purposes of computing the foreign tax
credit allowable to the U.S. Holder.

Distributions of additional ordinary shares to U.S. Holders, with respect to
their ordinary shares or ADSs that are made as part of a pro rata distribution
to all shareholders of the company, generally, will not be subject to United
States federal income tax.

TAXATION OF CAPITAL GAINS

Subject to the discussion under "Passive Foreign Investment Company
Considerations" below, upon a sale or other disposition of ordinary shares or
ADSs, a U.S. Holder will recognize U.S. sourced gain or loss, for United States
federal income tax purposes, in an amount equal to the difference between the
U.S. dollar value of the amount realized and the U.S. Holder's tax basis
(determined in U.S. dollars), in such ordinary shares or ADSs. Such gain or loss
will be a capital gain or loss and, if the U.S. Holder's holding period for such
ordinary shares or ADSs exceeds one year, will be a long-term capital gain or
loss. Long-term capital gains of a non-corporate U.S. Holder are generally
subject to a maximum tax rate of 20%.



<PAGE>

PASSIVE FOREIGN INVESTMENT COMPANY CONSIDERATIONS

The company believes that for its 1995, 1996 and 1997 taxable years, the company
was a passive foreign investment company, or PFIC, for United States federal
income tax purposes, because the company had earned passive income from
investments, while it had not yet earned any income from mining operations.
While in certain circumstances, a company will not be treated as a PFIC during
the first taxable year, in which such company has gross income, because the
company had passive income for more than one taxable year, before earning income
from mining operations, the exception would not be applicable. Consequently,
U.S. Holders of the company's ordinary shares or ADSs, whose holding period
includes all or part of the 1995, 1996 or 1997 taxable years of the company,
will be subject to the special rules described below.

The company believes that it will not be treated as a PFIC for its 1998, 1999,
2000, 2001 and 2002 taxable years. However, the classification of the company as
a PFIC will depend on a factual determination made annually and thus may be
subject to change, depending upon the character of the company's income and
assets in future years. The Code treats gains from transactions in commodities,
such as gold, as passive income unless "substantially all", of a company's
business is as an active producer of the commodity. The Regulations define
"substantially all" to mean that 85% or more of a producer's gross receipts must
be gross receipts from sales, in the active conduct of a commodities business or
certain related activities. Under these rules, there can be no assurance that
the company would not be treated as a PFIC in future taxable years, even though
it is earning income from its mining operations.

A U.S. Holder of ordinary shares or ADSs, whose holding period includes a
taxable year of the company, in which the company was a PFIC and who does not
make a "QEF election" (as described below), will be subject to the following
rules:

(a) Distributions made by the company during a taxable year, to a U.S. Holder
with respect to the ordinary shares or ADSs that are an "excess distribution",
(defined generally as the excess of the amount received with respect to the
ordinary shares or ADSs, in any taxable year, in excess of 125 percent of the
average received in the shorter of either the three previous years, or the U.S.
Holder's holding period before the taxable year), must be allocated ratably to
each day of the U.S. Holder's holding period. The amount allocated to the
current taxable year is included as ordinary income, in the U.S. Holder's gross
income for that year. The amount allocated to each prior taxable year is taxed
as ordinary income at the highest rate in effect for the U.S. Holder in that
prior year, and the tax is subject to an interest charge at the rate applicable
to deficiencies in income taxes.

(b) The entire amount of any gain realized, upon the sale or other disposition
of ordinary shares or ADSs will be treated as an excess distribution made in the
year of sale or other disposition, and as a consequence will be treated as
ordinary income and, to the extent allocated to years prior to the year of sale
or disposition, will be subject to the interest charge described above.

The special PFIC tax rules described above will not apply to a U.S. Holder if
the U.S. Holder, elects to have the company treated as a "qualified electing
fund" (a "QEF election"), in the first taxable year in which the U.S. Holder
owns the ordinary shares or ADSs, and for which the company is treated as a
PFIC, and the company complies with certain reporting requirements. The company
intends to comply with all reporting requirements necessary for a U.S. Holder to
make a QEF election, and will provide to U.S. Holders such information as may be
required to make such a QEF election effective.

A U.S. Holder that makes a QEF election will be currently taxable on its pro
rata share of the company's ordinary earnings, and net capital gain (at ordinary
income and capital gains rates, respectively), for each taxable year of the
company in which the company is a PFIC (which, as

<PAGE>

discussed above, may be a significant number of taxable years), regardless of
whether or not distributions were received. The U.S. Holder's basis in the
ordinary shares or ADSs, will be increased to reflect taxed but undistributed
income. Distributions of income that had previously been taxed will result in a
corresponding reduction of basis in the ordinary shares or ADSs and will not be
taxed again as a distribution to the U.S. Holder.

For taxable years beginning after 1997, a U.S. Holder of ordinary shares or ADSs
in a PFIC that is treated as "marketable stock", may also make a mark-to-market
election. An electing shareholder will not be subject to the PFIC rules
described above. Instead, in general, an electing shareholder will include in
each taxable year as ordinary income the excess, if any, of the fair market
value of the ordinary shares or ADSs at the end of the taxable year over their
adjusted basis and will be permitted an ordinary loss in respect of the excess,
if any, of the adjusted basis, of the ordinary shares or ADSs, over their fair
market value at the end of the taxable year (but only to the extent of the net
amount of previously included income as a result of the mark-to-market
election). The electing U.S. Holder's basis in the ordinary shares or ADSs will
be adjusted to reflect any such income or loss amounts.

A U.S Holder who makes the mark-to-market election (described above), but who
did not make a QEF election for any holding periods prior to December 31, 1997,
in which the company was a PFIC, will be subject to the PFIC rules in the first
taxable year of making the mark-to-market election, with respect to any
distribution on or disposition of such ordinary shares or ADSs, or with respect
to any amount includable as a result of making the mark-to-market election.

Special rules apply with respect to the calculation of the amount of the foreign
tax credit with respect to excess distributions by a PFIC or inclusions under a
QEF.

A U.S. Holder who owns ordinary shares or ADSs during any year that the company
is a PFIC must file Internal Revenue Service Form 8621.

AUSTRALIAN TAXATION

Australian stamp duty is not payable on transfers of marketable securities that
are quoted on the Australian Stock Exchange and registered in Australia. No
Australian stamp duty is payable on the issue or transfer in the United States
of an ADR for Lihir Gold shares.

PAPUA NEW GUINEA TAXATION

The application of PNG taxation to U.S. Holders in relation to income derived
from their ADRs or ordinary shares will depend upon whether they are resident in
PNG or not. A person, other than a company, will normally be a resident of PNG
if that person:

      -     is domiciled in PNG, unless the person's permanent place of abode is
            outside PNG; or

      -     has been in PNG for more than one half of the year of income, unless
            that person has a usual place of abode outside PNG and does not
            intend to take up residence in PNG.

A company will normally be a resident of PNG if it is incorporated in PNG or if
it carries on business in PNG and has either its central management and control
in PNG, or its voting power is controlled by shareholders who are residents of
PNG.

A superannuation fund will be a resident of PNG if it is established or managed
in PNG.

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Dividends paid by the company after January 1, 2001, including those paid to
residents of PNG, will generally be subject to 10% (17% previously) dividend
withholding tax. Dividends paid to resident and non-resident superannuation
funds are exempt from the withholding tax.

If a US Holder is not a resident of PNG, the dividend (withholding) tax on the
Holder's ordinary shares will be a final PNG tax on that income, provided that
the U.S. Holder does not carry on business through a permanent establishment in
PNG. Assuming that the US Depositary for the ADRs never becomes a resident of
PNG, this will apply to the ordinary shares held by the Depositary on behalf of
the ADR holders. Further distributions of the dividend income by the Depositary
to the ADR holders who are themselves not resident in PNG will not be liable to
any further PNG tax.

If a US Holder is a resident of PNG, dividends paid by the company on the
ordinary shares held by that person and income received from the ADRs held by
that person, will be assessable income in PNG and, after any allowable
deductions are made, will be subject to income tax at the normal rates
applicable to individuals and companies. A credit may be claimed for the
dividend (withholding) tax which has already been paid.

The sale of ordinary shares or ADRs may generate assessable income to certain
U.S. Holders, such as banks, insurance companies and other persons or
institutions in the business of investment, if such sale is carried out in PNG
or if the business is carried on in PNG through a permanent establishment and
the income earned is effectively connected with that permanent establishment.
Any such income would be assessable (after any allowable deductions are made) at
the ordinary rates applicable to individuals or companies.

In addition, although PNG does not have a capital gains tax as such, any person
deriving in PNG a profit, arising from the sale of any property acquired for the
purpose of profit-making by sale, or from the carrying on or carrying out of any
profit making undertaking or scheme, will be liable to tax in PNG on that
profit. Such profit will be included in that person's assessable income and,
after any allowable deductions are made, will be subject to income tax at the
normal rates applicable to individuals and companies.

Transfers of marketable securities which are registered in PNG will be liable to
PNG stamp duty as follows:

      -     if transferred through a stock broker registered to operate on the
            Port Moresby Stock Exchange, the transfer is exempt from stamp duty;

      -     if transferred through a recognized broker or broker's agent, at the
            rate of 0.2% payable by the vendor and 0.2% payable by the purchaser
            of the sale/purchase price for the securities; and

      -     otherwise at the rate of 1% of the value of the securities, payable
            by the purchaser or transferee.

No PNG stamp duty will be payable on the issue or stock market transfer of an
ADR, provided that the ADR is registered on a register located outside PNG and
the transfer is effected on that register.



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G. DIVIDENDS AND PAYING AGENTS

Not applicable

H. STATEMENT BY EXPERTS

Not applicable

I. DOCUMENTS ON DISPLAY

All company documents are in English and may be inspected at the registered
office in Port Moresby, PNG with the benefit of advance notice.

It is also possible to read and copy documents referred to in this annual report
on Form 20-F that have been filed with the SEC at the SEC's public reference
room located at 450 Fifth Street, NW, Washington, D.C. 20549. Please call the
SEC at 1-800-SEC-0330 for further information on the public reference rooms and
their copy charges.

J. SUBSIDIARY INFORMATION

Not applicable.

ITEM 19. EXHIBITS

The following exhibits are being filed as part of this Amendment No. 1:

12.1 Certification to this Amendment No. 1 of the Registrant's Chief Executive
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

12.2 Certification to this Amendment No. 1 of the Registrant's Chief Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

* Filed herewith.

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SIGNATURES

        Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant certifies that it meets all of the requirements for
filing on Form 20-F and has duly caused this amendment to its Annual Report for
the year ended December 31, 2003, to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                                       LIHIR GOLD LIMITED
                                                       (Registrant)

                                                       /s/ Neil Swan
                                                       ------------------------
                                                       Name: Neil Swan
                                                       Title: Managing Director

Date: April 12, 2005