EXHIBIT 4.63 PORGERA JOINT VENTURE OPERATING AGREEMENT

EXHIBIT 4.63 DATED the 6th day of December, 1988 PORGERA JOINT VENTURE OPERATING AGREEMENT BETWEEN PLACER (P.N.G.) PTY. LIMITED OF THE FIRST PART AND HIGHLANDS GOLD PROPERTIES PTY. LIMITED OF THE SECOND PART AND RGC (PAPUA NEW GUINEA) PTY. LIMITED OF THE THIRD PART 2 NOVEMBER 1988 I N D E X PORGERA JOINT VENTURE OPERATING AGREEMENT

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ii PORGERA JOINT VENTURE OPERATING AGREEMENT THIS OPERATING AGREEMENT (hereinafter referred to as the "Agreement") made the Sixth day of December, one thousand nine hundred and eight-eight BETWEEN PLACER (P.N.G.) PTY. LIMITED a company incorporated in Papua New Guinea with its registered office at c/- Blake Dawson Waldron, 4th floor, Mogoru Moto Building, Champion Parade, Port Moresby (hereinafter called "Placer") of the first part HIGHLANDS GOLD PROPERTIES PTY. LIMITED a company incorporated in Papua New Guinea with its registered office at c/- Blake Dawson Waldron, 4th floor, Mogoru Building, Champion Parade, Port Moresby (hereinafter called "Highlands Gold") of the second part and RGC (PAPUA NEW GUINEA) PTY. LIMITED a company incorporated in Papua New Guinea with its registered office at c/- Coopers and Lybrand, Mogoru Moto Building, Champion Parade, Port Moresby (hereinafter called "RGC") of the third part, all of which are hereinafter collectively referred to as the "Joint Venturers". WHEREAS: A. The Joint Venturers, or their predecessors in interest, entered into an agreement dated the 31st day of July, 1979 (the "Joint Venture Agreement") for the purpose of providing for the future exploration and development of the Property by way of Joint Venture; B. The Joint Venture Agreement provided that the management of the Joint Venture rest exclusively with Placer as Manager subject to the control of the Management Committee; and C. The Joint Venturers are now desirous of defining the role of the Manager and the Manager's relationship with the Management Committee more precisely. NOW IT IS HEREBY AGREED as follows: Clause 1. Definitions and Interpretations (a) Except where otherwise defined herein or the context otherwise requires, expressions used in this Agreement (reference to which shall include the Schedules annexed hereto) shall bear the meaning ascribed to them in the Joint Venture Agreement as amended from time to time. (b) For the purposes of this Agreement the following terms shall have the meanings specified below unless the context is inconsistent therewith: (i) "Commencement of Underground Operations" means the last day of the first period of 40 consecutive days in which for not less than thirty (30) days section 1 of the concentrator processed ore extracted underground from the Property at not less than seventy-five percent (75%) of the daily rated capacity (as contemplated by the Approved Proposal for Development) for each of the said 30 days and the concentrate thereby produced was processed into dore bullion; (ii) "Conclusion of the Construction Phase" means the last day of the first period of sixty (60) consecutive days in which, for not less than fifty (50) days, the pressure oxidation circuit processed concentrate produced from ore from the Property at not less than seventy-five percent (75%) of the daily rated capacity (as contemplated by the Approved Proposal for Development) for each of the said fifty (50) days; (iii) "Proposal for Development" means the proposal for development and operation of underground and open pit mines on the Property together with all facilities and infrastructure associated therewith which proposal is based upon the Feasibility Study and will encompass environmental, training and localisation, supply and procurement and other aspects 2 required by or agreed with the Government of Papua New Guinea and is to be submitted to that Government and which will, when approved by the Government, become the "Approved Proposal for Development"; (iv) "Project" means the activities comprised within those phases described in paragraphs (v), (vi), (vii) and (viii) of this subclause 1(b); (v) "Exploration Phase" means that period during which Exploration of the Property is carried out and which terminates on the commencement of the Feasibility Phase; (vi) "Feasibility Phase" means that period commencing when the Management Committee authorises the preparation of the Feasibility Study and the Proposal for Development arising as a consequence thereof and terminating with a decision of the Management Committee to commence the Construction Phase; (vii) "Construction Phase" means that period commencing when the Management Committee authorises the commencement of development of underground and open pit mines on the Property and all facilities and infrastructure associated therewith in accordance with the Approved Proposal for Development and terminating on the Conclusion of the Construction Phase; (viii) "Operating Phase" means that period commencing on the Commencement of Underground Operations; (ix) "Management Committee" means the management committee established pursuant to subclause 4(b) of the Joint Venture Agreement; 3 (x) "Manager" means Placer, any interim manager appointed pursuant to Clause 9 and in the event that the manager's position becomes vacant pursuant to Clause 11 hereof. (c) It is acknowledged that there can be both a Construction Phase and an Operating Phase being undertaken by the Manager contemporaneously. (d) The Clause headings herein are inserted for convenience only and are not to be construed as part of this Agreement. Clause 2. Sub-Committees (a) There is hereby constituted a committee ("the Planning and Information Committee") consisting of one representative of each of the Joint Venturers. The appointment by a Joint Venturer of its representative shall be by notice in writing to the other Joint Venturers and any change in the identity of a representative shall be similarly notified. (b) The provision of subclause 4(b) (ii), (iv) and (v) of the Joint Venture Agreement shall, mutatis mutandis, apply in respect of the Planning and Information Committee and representatives of the Joint Venturers at meetings thereof may be accompanied by such advisers as they individually deem desirable. (c) The Planning and Information Committee's function shall be: (i) to assist the Manager in formulating all work programmes and budgets; (ii) to assist the Manager in formulating other recommendations (including, without limitation, recommendations as to the timing of and the budget and parameters for the Feasibility Study) to the Management Committee and to ensure that such programmes, budgets and recommendations are in sufficient detail to enable the Manager to proceed with the implementation 4 thereof without further reference to the Management Committee once the Management Committee has reached its decision thereon; (iii) to meet as required for the purposes of gathering and exchanging information and data relating to the Project; (iv) to monitor the implementation of the current work programme and budget; (v) to provide input to the agenda for meetings of and advice to the Management Committee; (d) Decisions of the Planning and Information Committee shall be carried by those Joint Venturers representing in the aggregate a majority Percentage Interest PROVIDING THAT such decisions shall not be binding on the Manager. The Manager shall, nevertheless, take such decisions into account in formulating work programmes and budgets for and other recommendations to the Management Committee. Clause 3. Manager's Responsibilities (a) The Manager's responsibilities will include, but not be limited to: (i) completing the exploration necessary to define the tonnage and grade of ore so as to categorize as proven ore a sufficient tonnage thereof to enable the Feasibility Study to proceed; (ii) gathering all required data for and preparing a Feasibility Study and all other studies necessary for the compilation and submission of the proposal for development; (iii) overseeing and co-coordinating the activities of contractors utilized by the Manager in the performance of design, procurement and construction activities required for or in connection with the mines and processing 5 plans as provided for in the Approved Proposal for Development and in the performance of its other obligations hereunder; (iv) preparing, in consultation with the Planning and Information Committee, strategy plans and policies for all negotiations with the Papua New Guinea Government and, after approval by the Management Committee, participating in and unless otherwise instructed by the Management Committee, leading the negotiations in accordance with the approved plans and policies; (v) preparing a procedures manual for the Construction Phase and a further procedures manual for the Operating Phase, which manuals shall be prepared and given to the Joint Venturers for their information prior to the start of the phase to which they relate and shall include, inter alia, procedures generally following those contained in Schedule B hereto; (vi) supervising the commissioning of the mines and plant facilities; (vii) operating the mines and facilities on behalf of the Joint Venturers and implementing any work programme adopted from time to time by the Management Committee; (viii) compliance with all contractual and statutory obligations owed by the Joint Venturers jointly and severally to third parties including the Papua New Guinea Government and any Provincial Authorities as a result of the Joint Venturers' ownership, development or operation of the mines or Property except insofar as the Management Committee has agreed that any specific obligation is of such a nature as to require discharge by a Joint Venturer in which event compliance with such specific obligation shall be the responsibility of that Joint Venturer; 6 (ix) effecting and maintaining all necessary and usual insurance to cover potential liabilities of the Joint Venturers as directed by the Management Committee pursuant to Clause 8(a) (i) and 8(a) (iii); (x) protecting and maintaining Joint Venturers' assets in the Manager's possession; (xi) taking all reasonable action as may be necessary or desirable for the safety of persons employed on the Project; and (xii) procuring an annual audit of the Joint Venture accounts to be carried out by an international firm of auditors nominated by the Management Committee. (b) For the purposes of fulfilling its obligations hereunder and under the Joint Venture Agreement, the Manager shall ensure that there is on its staff or seconded to its staff at all times after the date hereof, one suitably qualified (having regard to the phase which the Project has reached at any time) Project Manager, who will be responsible on behalf of the Manager for the Project on a full time basis, and for the following: (i) reporting to the Management Committee in accordance with the Joint Venture Agreement, including at meetings of the Management Committee which shall be called by the Manager at least once each calendar quarter unless otherwise agreed to by the Joint Venturers; (ii) directing the work of the personnel engaged on the Project to achieve the objectives set by the Management Committee; (iii) ensuring that adequate and separate accounting systems are established and maintained with respect to the Construction Phase and Operating 7 Phase so as to provide the Management Committee with accurate, detailed and timely records of all expenditures; (iv) co-ordinating the activities of persons in the field with the activities of those persons working elsewhere on design, procurement, and other activities of the Project so as to ensure that there is a sufficient, timely and accurate flow of information to carry out these activities; and (v) such other Project related matters as are usually conducted by the Joint Venturers but may, from time to time, be delegated to the Project Manager by the Management Committee. (c) The Manager will, subject to subclause 4(a) hereof ensure that, at all times, the Project has an adequate staff of suitable personnel either directly employed by it or seconded to it by an affiliated company of the Manager or one of the other Joint Venturers or hired as consultants. (d) All activities of the Manager on behalf of the Joint Venturers pursuant hereto and to the Joint Venture Agreement shall be conducted by the Manager in accordance with policies, work programmes and budgets established by the Management Committee in accordance with the Joint Venture Agreement provided that the manner of carrying out such policies, work programmes and budgets shall be the responsibility of the Manager in accordance with the provisions of subclause 3(f) hereof. (e) The Manager shall at all times fulfill its responsibilities in a good and workmanlike manner and in accordance with generally accepted industry practices appropriate to the activities undertaken. 8 Clause 4. Manager's Contracting Powers (a) The Manager may enter into agreement or contracts on normal commercial terms for the provision of specific services by any party or parties including, but not limited to, parties associated or affiliated with the Manager or other Joint Venturers subject to the following limitations: (i) during the Exploration Phase and Feasibility Phase, within an annual work programme and budget which has been approved in advance by the Management Committee but only with the specific approval of the Management Committee where such agreements or contracts are in excess of 1,000,000 Kina in aggregate with any one organisation; (ii) during the Construction Phase within the scope of work defined in the Feasibility Study, and the budget therefor adopted by the Management Committee, subject to Clause 5; (iii) during the Operating Phase within the annual work programme and budget approved by the Management Committee with respect thereto but only with the prior consent of the Management Committee for agreements and contracts with a Joint Venturer or its affiliated companies. (iv) during all phases the Manager shall enter into and undertake all commercial transactions in accordance with financial and accounting procedures which have been approved by the Management Committee; and (v) during all phases the Manager shall keep the Planning and Information Committee informed of all substantial commercial arrangements made or contemplated for the Project with the intent of ensuring that the Management Committee is aware of those commercial arrangements which may be commercially or politically sensitive. 9 (b) The Manager may request that any of the Joint Venturers which is not affiliated with the Manager provide, from time to time, personnel having expertise which is required for the Project and each Joint Venturer will use its best endeavours to comply with any such request. (c) (i) Subject to the limitations set out in paragraphs (i), (ii) and (iv) of subclause 4(a) hereof, the Manager may enter into a contract with Placer Dome Technical Services Limited ("PTS") for the provision of any services during the Exploration Phase, Feasibility Phase and Construction Phase of the Project required of the Manager pursuant to the Joint Venture Agreement and this Agreement. Such contract shall provide for reimbursement of PTS by the Manager on the same basis mutatis mutandis as that outlined in Schedule "A" with the addition of a fee payable by the Manager to PTS (which fee will be considered as a charge against the Project) during the Construction Phase in the amount of three percent (3%) of the amount of all contracts and phase orders placed by PTS, or its affiliated companies or agents on behalf of the Project and for the purposes of its construction, with parties other than any of the Joint Venturers or their affiliated companies. (ii) During the Exploration Phase, Feasibility Phase and Construction Phase of the Project, the Manager may also enter into contracts with any party being or being associated or affiliated with any of the Joint Venturers to provide the services required by the said contracts in accordance with the basis for reimbursement outlined in Schedule "A" mutatis mutandis, all subject to the limitations set out in paragraphs (i), (ii) and (iv) of subclause 4(a) hereof. 10 (iii) In the two situations described in paragraphs (i) and (ii) of this subclause 4(c), such contracts shall be deemed to be made on "normal commercial terms" for the purposes of subclause 4(a). (iv) Subject to Clause 4(a), during all phases the Manager may, on behalf of the Project, enter into such contracts with third parties not being associated or affiliated with any of the Joint Venturers as may be necessary for the implementation of work programmes approved by the Management Committee and, the Manager may on entering any contract, call for advance of funds as the same are required to enable the Manager to meet its obligations under the contract as they arise in accordance with procedures set out in Clause 5(b) of the Joint Venture Agreement. Clause 5. Manager's Powers during Construction The management of the Joint Venture shall rest exclusively with the Manager subject to the control of the Management Committee; however once the decision to proceed with construction of the mine as defined in the Feasibility Study has been taken and the budget therefor adopted by the Management Committee, the Manager will be free to take all action necessary for design, procurement and construction without further approvals from the Management Committee and as per agreed procedures in the Procedures Manual referred to in Clause 3(a) (v) except: (i) when the Management Committee otherwise determines at the instigation of any of the Joint Venturers as a result of the perceived invalidity of any of the fundamental assumptions on which the Feasibility Study was based; or (ii) when major changes are required or when proposed expenditure for a major item is in excess of the budgeted amount of more than ten (10) percent, any of which shall be submitted to the Management Committee for its prior approval. 11 Clause 6. Payment for Manager's Services (a) The Manager will during the Exploration Phase, Feasibility Phase and Construction Phase provide its services in accord