- Report of Foreign Issuer (6-K)
05 5월 2010 - 7:01PM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
April 20, 2010
Commission File No. 000-26860
LIHIR GOLD LIMITED
Level 7, Pacific Place
Cnr Champion Parade & Musgrave Street
Port Moresby, Papua New Guinea
(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will file annual reports under cover
of Form 20-F or Form 40-F.)
Form 20-F
þ
Form 40-F
o
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1): ___)
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7): ___)
(Indicate by check mark whether the registrant by furnishing the information contained in this
Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.)
Yes
o
No
þ
(If “Yes” is marked, indicate below the file number assigned to the registrant in connection
with Rule 12g3-2(b):82-
.)
TABLE OF CONTENTS
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorised.
LIHIR GOLD LIMITED
By:
Name Stuart MacKenzie
Title: Group Secretary
Date: April 20, 2010
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Newcrest and LGL Enter into Merger Implementation Agreement
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Newcrest Disclaimer Forward Looking Statements These materials include forward looking
statements. Forward looking statements inherently involve subjective judgement and analysis and are
subject to significant uncertainties, risks and contingencies, many of which are outside of the
control of, and may be unknown to, the company. Actual results and developments may vary materially
from those expressed in these materials. The types of uncertainties which are relevant to the
company may include, but are not limited to, commodity prices, political uncertainty, changes to
the regulatory framework which applies to the business of the company and general economic
conditions. Given these uncertainties, readers are cautioned not to place undue reliance on such
forward looking statements. Forward looking statements in these materials speak only at the date of
issue. Subject to any continuing obligations under applicable law or any relevant stock exchange
listing rules, the company does not in providing this information undertake any obligation to
publicly update or revise any of the forward looking statements or any change in events, conditions
or circumstances on which any such statement is based. Competent Persons Statement The information
in this presentation that relates to Exploration Results is based on information compiled by C.
Moorhead, EGM Minerals for Newcrest Mining Limited who is a Member of The Australasian Institute of
Mining and Metallurgy, and a full-time employee of Newcrest Mining Limited. Mr Moorhead has
sufficient experience which is relevant to the styles of mineralisation and types of deposits under
consideration and to the activity which he is undertaking to qualify as a Competent Person as
defined in the 2004 Edition of the Australasian Code for Reporting of Exploration Results, Mineral
Resources and Ore Reserves (the “JORC Code”). Mr Moorhead consents to the inclusion in this
presentation of the matters based on this information in the form and context in which they appear.
2
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Newcrest Disclaimer (cont) Ore Reserves and Mineral Resources Reporting Requirements Investors
should be aware that as an Australian company with securities listed on the ASX, Newcrest is
subject to Australian disclosure requirements and standards, including the continuous disclosure
requirements of the Corporations Act and the ASX. Lihir Gold Limited (“LGL”) is a company
incorporated in Papua New Guinea with securities listed on the ASX, Toronto, NASDAQ and Port
Moresby stock exchanges Australian disclosure requirements and standards are different from those
of the United States and other jurisdictions. In addition, investors should note that it is a
requirement of the ASX listing rules that the reporting of ore reserves and mineral resources in
Australia comply with the JORC Code, whereas mining companies in other countries may be required to
report their mineral reserves and/or resources in accordance with other guidelines (for example,
SEC Industry Guide 7 in the United States). Investors should note that while Newcrest’s ore reserve
and mineral resource estimates comply with the JORC Code, they may not comply with the relevant
guidelines in other countries, including SEC Industry Guide 7. For example, the reporting regime in
the United States under SEC Industry Guide 7 prohibits the reporting of estimates other than proven
or probable reserves. U.S. Securities Laws Matters This presentation is not an offer of securities
in the United States or any other jurisdiction in which an offer may not be made under applicable
laws. Securities may not be offered or sold in the United States unless they have been registered
under the U.S. Securities Act of 1933 (“Securities Act”) or an exemption from registration is
available. Any shares to be issued in connection with the scheme contemplated in this presentation
will not be registered under the Securities Act. 3
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LGL Disclaimer Forward Looking Statements This presentation may contain certain
forward-looking statements, including but not limited to (i) estimated reserves, (ii) anticipated
production profiles and characteristics, (iii) expected capital requirements, (iv) forecast cost
profiles or (iv) plans, strategies and objectives of management. Such forward looking statements
are not guarantees of future performance and involve known and unknown risks, uncertainties and
other factors, many of which are beyond the control of Lihir Gold Limited (“LGL”), which may cause
actual results to differ materially from those contained in this announcement. Important factors
that could cause actual results to materially differ from the forward looking statements in this
presentation include but are not limited to the market price of gold, anticipated ore grades,
tonnage, recovery rates, production and equipment operating costs, the impact of foreign currency
exchange rates on cost inputs and the activities of governmental authorities in Papua New Guinea
and elsewhere, as set forth more fully under the caption “Risk Factors” in LGL’s most recent Annual
Report on Form 20-F, which has been filed with the US Securities and Exchange Commission (“SEC”).
Gold reserve and resource estimates are expressions of judgement based on knowledge, experience and
industry practice, and may require revision based on actual production experience. Such estimates
are necessarily imprecise and depend to some extent on statistical inferences and other
assumptions, such as gold prices, cut-off grades and operating costs, which may prove to be
inaccurate. LGL can therefore give no assurances that any of the estimates, production profiles,
capital, cost profiles and plans will not materially differ from the statements contained in this
release and their inclusion in this presentation should not be regarded as a representation by any
person that they will be achieved. The foregoing material is a presentation of general background
information about LGL’s activities as of the date of the presentation. It is information given in a
summary form and does not purport to be complete. It is not intended to be relied upon as advice to
investors or potential investors and does not take into account the investment objectives,
financial situation or needs of any particular investor. These should be considered, with or
without professional advice when deciding if an investment is appropriate. Some of the information
contained in this presentation includes certain un-audited non-GAAP (where GAAP means “generally
accepted accounting principles”) measures, such as “cash costs”. Such unaudited non-GAAP measures
are intended to provide information about the cash generating capacity and performance of LGL’s
mining operations. In particular, cash costs is a measure that is used in the gold mining industry
and was developed in conjunction with gold mining companies associated with the Gold Institute in
an effort to provide a level of comparability. However, LGL’s measures may not be comparable to
similarly titled measures of other companies. Management uses this measure for the same purpose
when monitoring and evaluating the performance of LGL. This information differs from measures of
performance determined in accordance with GAAP and should not be considered in isolation or as a
substitute for measures of performance determined in accordance with GAAP. This presentation is to
be read in accordance with and subject to LGL’s most recently filed updated reserves and resources
statement available from LGL’s website www.lglgold.com or on the company announcements page of the
ASX www.asx.com.au. Canadian Investors – for further information in relation to the calculation of
reserves and resources with respect to LGL’s operations, please refer to the Lihir Gold Limited
(TSX:LGG) NI 43-101 Technical Reports available on SEDAR (www.sedar.com).
Cautionary Note to U.S.
Investors — The United States Securities and Exchange Commission permits U.S. mining companies, in
their filings with the SEC, to disclose only those mineral deposits that a company can economically
and legally extract or produce. LGL uses certain terms on this website, such as “measured,”
“indicated,” and
“inferred” “resources,” which the SEC guidelines strictly prohibit U.S. registered companies from
including in their filings with the SEC. U.S. Investors are urged to consider closely the
disclosure in LGL’s most recent Form 20-F, which may be secured from LGL, or from the SEC’s website
at http://www.sec.gov/edgar.shtml. 4
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LGL Disclaimer (cont) LGL Competent Person Statement. The information in this report that
relates to Exploration Results and Mineral Resources at Lihir, Côte d’Ivoire, and Mt Rawdon is
based on information compiled by Mr Roy Kidd. Mr Kidd is a member of the Australian Institute of
Geoscientists and is a full time employee of Lihir Services Australia Pty Ltd (LSA) in the role of
Principal Geologist. LSA provides services to LGL pursuant to a Managed Services Agreement. Roy
Kidd has sufficient experience which is relevant to the style of mineralisation and the type of
deposit under consideration and to the activity which he is undertaking to qualify as a Competent
Person as defined in the 2004 Edition of the “Australasian Code for Reporting of Exploration
Results, Mineral Resources and Ore Reserves”. Roy Kidd consents to the inclusion in the report of
the matters based on his information in the form and context in which it appears. The information
in this report that relates to Ore Reserves at Lihir Island is based on information compiled by Mr
David Grigg. David Grigg is employed by Lihir Gold Limited in the role of Superintendent Strategic
Planning for the company. David Grigg has sufficient experience, which is relevant to the style of
mineralisation and the type of deposit under consideration and to the activity which he is
undertaking to qualify as a Competent Person as defined in the 2004 Edition of the “Australasian
Code for Reporting of Mineral Resources and Ore Reserves”. David Grigg consents to the inclusion in
the report of the matters based on their information in the form and context in which it appears. 5
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Asia Pacific’s Leading Gold Producer Newcrest and LGL have entered into an agreement to
combine the two companies to become the leading gold producer in the Asia Pacific Overwhelming
stakeholder recognition of strategic logic of combination 6.4% improvement on Newcrest’s 29thMarch
proposal represents an attractive premium for LGL shareholders One Newcrest share for every 8.43
LGL shares, plus $0.225 cash per LGL share (less any interim dividend declared or paid) “Mix and
Match” structure available Revised proposal unanimously recommended by LGL Directors, subject to no
superior offer and independent expert’s endorsement LGL shareholders vote anticipated to be held in
July 2010 Newcrest to undertake confirmatory due diligence 6
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Substantial Premium Price Offer Value: $4.03 30% 33% $3.11 $3.02 29 March 2010 29 March 2010
Close 1-month VWAP 1 Based on Newcrest’s closing price of A$32.06 on 3 May 2010 7
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Achieves Strategic Goals, provides certainty LGL unanimously recommend the Scheme in the
absence of a superior proposal and subject to an independent expert’s opinion Board solely focused
on maximising value for shareholders Newcrest merger immediately delivers certain strong returns
Merger creates attractive, diverse portfolio of mines Impressive pipeline of growth projects Lowest
quartile of the global cash cost curve Merger preserves gold premium of combined company 8
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Achieves Strategic Goals, provides certainty Provides LGL employees with increased career
opportunities Newcrest has an impressive track record as a highly regarded employer — best practice
in safety and corporate governance Newcrest is committed to continuing LGL’s exemplary approach to
community, environment and relations with Government 9
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Leading Gold Company in Asia Pacific Indonesia Gosowong Lihir Island PNG Newcrest Producing
Assets Hidden Valley Wafi / Golpu Newcrest Undeveloped Assets LGL Producing Assets Namosi Telfer
Fiji Cracow Australia Mt Rawdon Cadia Valley Bonikro The combined group would operate in 5
countries with 10 mines 10
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Financial Profile FY09 A$m 1 Revenue A$2,531m A$1,358m A$3,889m Newcrest LGL A$60m Synergies
Operating (est.) A$1,046m A$568m A$1,614m + A$1,674 Cashflow2 Net Debt A$200m3- A$667m3 The
combined group would maintain strong investment grade credit metrics A$bn Market Capitalisation
A$15.5bn A$9.0bn A$24.5bn4 Strong Financial Position for Organic and Strategic Growth Source:
Company Annual and Half-Yearly Reports, USD / AUD 0.75 (FY09 average) 1 Excludes hedging loss
2Operating cashflow excludes net interest. Post tax synergies based on 30% tax rate. 3 Net cash as
at 31 December 2009 less A$533m – A$1,000m cash component of the proposal, USD / AUD 0.90 4 Market
capitalisations based on value of equity part of the proposal as at 3 May 2010 11
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Combination Logic Creates a world-class portfolio of long life, high margin gold assets
Increased geographical and asset diversification Low cash cost position and improved financial
strength Enhanced and diversified organic growth portfolio Potential short term synergies estimated
at A$85m pa (pre-tax) Highly complementary skills for continued long term optimization 12
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Growth Pipeline 3.75Moz1 6.0%pa Growth Telfer Cadia East Lihir Island Bonikro Hidden Valley
Lihir Island Cadia East Ridgeway Deeps Cadia East Hidden Valley 2.8Moz CVO LGL Hidden Valley 1.2
Gosowong Newcrest 1.6 FY2009 FY2014 Excludes future production upside from the following internal
opportunities: West Africa, Wafi/Golpu, O’Callaghans, Namosi, Camp Dome, Gosowong 2 Vertical
Stockwork Corridor, West Dome Deeps and Marsden 1 Source: Newcrest and Lihir ASX announcements 13
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Reserves & Resources Newcrest Gold Reserves Resources Newcrest Gold 7 12 4 7 12 5 Equivalent1
120 250 31 100 52 212 100 200 160 80 69 LGL Gold 150 Moz 60 Moz 100 40 50 20 Combined Gold
Equivalent1 0 0 Newcrest LGL Combined Newcrest LGL Combined X Industry Ranking 1Gold equivalent
calculated using US$800/oz gold, US$12.50/oz silver and US$2/lb copper Source: Company Annual
Reports / Reserve & Resources Statements 14
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Reserve Diversity Reserves by Asset (eAu) Mt Rawdon Bonikro MMJV 1% 1% 7% Mt Bonikro Rawdon
Lihir Island 3% 3% 29% Telfer Cadia 25% 45% Gosowong Cadia MMJV 3% Lihir 5% 65% Island 94% Telfer
Gosowong 17% 2% Newcrest: 69 Moz LGL: 31 Moz Combined: 100 Moz Source: Company Annual Reports /
Reserve & Resource Statements Gold equivalent based on US$800/oz gold, US$12.50/oz silver and
US$2/lb copper 15
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Earnings Diversity EBITDA by Country, 6 months ended 31 December 20091 Africa 5% Australia
Australia Indonesia 12% Indonesia 52% 25% 16% Africa 14% PNG Australia 74% PNG 75% 27% Newcrest:
A$550m LGL: A$295m Combined: A$845m — Source: Company Annual and Half-Yearly Reports — USD / AUD
0.87 1 Excludes hedging loss 16
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Long Life & High Margin Assets 900 Newmont 800 Newcrest Goldcorp /oz) 700 $ Kinross Combined
(post estimated synergies) Barrick argin (US 600 M Cash 500 AngloGold LGL 400 Gold Fields 300 10 15
20 25 30 35 Reserve Life (Years) — Circle diameter represents relative market capitalisation (as at
30 April 2010) — Cash margin equals US$1,000/oz less latest quarterly cash costs (March quarter
2010 for Newcrest, Goldcorp, Barrick, Newmont and LGL, December quarter 2009 for Kinross,
AngloGold, and Gold Fields) — Reserve life equals current gold ore reserves / CY09 gold production
- Source: Company Annual Reports and Quarterly Reports 17
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The Path Forward Newcrest to complete confirmatory due diligence by 8 June 2010 LGL able to
provide further due diligence information to parties who have already commenced such investigations
until 8 June 2010 LGL to commission Independent Expert’s Report LGL shareholders expected to
receive Scheme documents late June 2010 LGL shareholders expected to vote on the Scheme late July
2010 Expected transaction completion date August 2010 18
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Lihir Gold, Limited (MM) (NASDAQ:LIHR)
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