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Western Australia



Diamond (Argyle Diamond Mines Joint

Venture) Agreement Act 1981



As at 18 Mar 2011



Version 02-a0-10

Published on www.legislation.wa.gov.au



Reprinted under the

Reprints Act 1984 as

at 18 March 2011



Western Australia



Diamond (Argyle Diamond Mines Joint

Venture) Agreement Act 1981

Contents

Part I — Preliminary

1.

2.



Short title

Terms used



2

2



Part II — Ratification of Agreement

and supplementary agreements

3.

3A.

3B.

3C.

4.

5.



Agreement

First supplementary agreement

Second supplementary agreement

Third supplementary agreement

By-laws

Money Lenders Act 1912 not to apply



3

3

3

3

3

4



Part III — Mining tenements and

rights as to minerals

6.

7.

8.

9.

10.

11.

12.



Terms used and application of this Part

Registration and validity of certain mineral claims

Certain entitlements of Company declared and

protected

Certain rights etc. of others extinguished etc.

Marking out of certain land, effect of

Saving of certain pending applications

Validity of mining lease under Agreement



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6

8

10

12

13

14

page i



Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981



Contents



13.



Certain mineral claims and mining tenements

continued in force



15



Part IV — Security of diamond

mining and processing areas

14.

15.

16.

17.

18.

19.

20.

21.

22.

23.

24.

25.

26.

27.

28.

29.



page ii



Terms used

Designated areas, declaration of

Unauthorised possession of diamonds in

designated areas

Entering and leaving designated areas

Security officer may direct etc. persons in

designated area

Stopping etc. people etc. in or near designated

areas

Searching etc. vehicles etc. in designated areas

Detaining and searching people in designated areas

Emergency action excepted from s. 17 to 20 and

21(1)(c)

Powers of police under s. 21 additional to others

Evidentiary provisions

Restitution order for diamonds on conviction

Security and Related Activities (Control) Act 1996

to apply

Offences under other Acts not excluded

Protection from liability for security officers etc.

Regulations



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18

19

19

21

23

23

23

26

27

27

27

27

28

28

28



As at 18 Mar 2011



Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981



Contents



Schedule 1 — Mineral claims

Schedule 2 — Diamond (Argyle

Diamond Mines Joint Venture)

Agreement

Schedule 3 — First supplementary

agreement

Schedule 4 — Second supplementary

agreement

Schedule 5 — Third supplementary

agreement

Notes

Compilation table



149



Defined terms



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page iii



Reprinted under the

Reprints Act 1984 as

at 18 March 2011



Western Australia



Diamond (Argyle Diamond Mines Joint

Venture) Agreement Act 1981



An Act to ratify and authorise the implementation of an agreement

between the State of Western Australia and CRA Exploration Pty.

Limited, Ashton Mining Limited, Tanaust Proprietary Limited, A.O.

(Australia) Pty. Limited and Northern Mining Corporation N.L. and

CRA Limited relating to the mining, marketing and processing of

diamonds and to matters related thereto; to make provisions as to

rights in respect of certain land and minerals to which the

Agreement relates and as to the security of operations carried on

pursuant to or for the purposes of the Agreement; and for incidental

and other purposes.



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page 1



Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

Part I

Preliminary

s. 1



Part I — Preliminary

1.



Short title

This Act may be cited as the Diamond (Argyle Diamond Mines

Joint Venture) Agreement Act 1981 1.

[Section 1 inserted: No. 12 of 1983 s. 2.]



2.



Terms used

In this Act unless the contrary intention appears —

Agreement means the agreement a copy of which is set out in

Schedule 2 and, except in section 3(1), includes that agreement

as altered from time to time in accordance with its provisions

and by the first supplementary agreement, the second

supplementary agreement and the third supplementary

agreement;

Company means CRA Exploration Pty. Limited, a company

incorporated in the State of New South Wales;

first supplementary agreement means the agreement a copy of

which is set out in Schedule 3;

Joint Venturers has the same meaning as that expression has in

and for the purposes of the Agreement;

second supplementary agreement means the agreement a copy

of which is set out in Schedule 4;

third supplementary agreement means the agreement a copy of

which is set out in Schedule 5.

[Section 2 amended: No. 12 of 1983 s. 3; No. 39 of 2001 s. 4;

No. 37 of 2008 s. 4.]



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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

Part II

Ratification of Agreement and supplementary agreements

s. 3



Part II — Ratification of Agreement and

supplementary agreements

[Heading amended: No. 39 of 2001 s. 5.]

3.



Agreement

(1)



The Agreement is hereby ratified.



(2)



The implementation of the Agreement is authorised.



3A.



First supplementary agreement

The first supplementary agreement is approved and ratified.

[Section 3A inserted: No. 39 of 2001 s. 6.]



3B.



Second supplementary agreement

The second supplementary agreement is approved and ratified.

[Section 3B inserted: No. 39 of 2001 s. 6.]



3C.



Third supplementary agreement

The third supplementary agreement is ratified.

[Section 3C inserted: No. 37 of 2008 s. 5.]



4.



By-laws

(1)



The Governor may, on the recommendation of the Joint

Venturers, make by-laws in accordance with and for the

purposes referred to in the Agreement.



(2)



By-laws made pursuant to this section —

(a) are not subject to section 36 of the

Interpretation Act 1918 2 but —

(i) shall be published in the Gazette; and

(ii) shall take effect and have the force of law from

the date they are so published or from a later date

provided for in the by-laws;



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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

Part II

Ratification of Agreement and supplementary agreements

s. 5



(b)



may provide that contravention of or failure to comply

with a by-law constitutes an offence and provide

penalties not exceeding a fine of $100 for offences

against the by-laws.



Money Lenders Act 1912 not to apply



5.

(1)



Subject to subsection (2), the Money Lenders Act 1912 3 does

not apply to or in relation to any loan made, before the

termination date as defined in section 6(1), to or by a party to

the Agreement, or to or in relation to any contract or security

relating to such a loan.



(2)



Subsection (1) does not prevent the application of the Money

Lenders Act 1912 3 to or in relation to a loan made by a party to

the Agreement to a person who is not a party to the Agreement,

or to or in relation to any contract or security relating to such a

loan, unless the loan is made for the purposes of, or for purposes

incidental to, the implementation of the Agreement.



(3)



In this section —

loan has the meaning given to that expression by section 2 of

the Money Lenders Act 1912 3;

party to the Agreement means the Joint Venturers, or any of

them, or CRA Limited, a company incorporated in Victoria.

[Section 5 amended: No. 12 of 1983 s. 5.]



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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

Part III

Mining tenements and rights as to minerals

s. 6



Part III — Mining tenements and rights as to minerals

6.



Terms used and application of this Part

(1)



In this Part unless the contrary intention appears —

court includes a tribunal or person acting judicially,

administratively or otherwise and, without limiting the

generality of the foregoing, includes a warden presiding at a

warden’s court or acting or adjudicating in any other capacity;

Department means the Department of Mines 4 of the Public

Service of the State;

marking out includes marking off;

Mining Act 1904 includes the regulations made thereunder;

Mining Act 1978 includes the regulations made thereunder;

Minister and warden —

(a) before the coming into operation of section 3 of the

Mining Act 1978, have the same meanings as those

expressions have, respectively, in and for the purposes

of the Mining Act 1904 5;

(b) after the coming into operation of section 3 of the

Mining Act 1978, have the same meanings as those

expressions have, respectively, in and for the purposes

of that Act;

subject land means the area within the surveyed boundaries

described on the plan marked “A” (initialled by or on behalf of

the parties to the Agreement for the purposes of identification)

which area is coloured blue on that plan for the purposes of

identification and for those purposes only;

temporarily reserved land means the land that was, immediately

before the coming into operation of this Act, comprised in

temporary reserves 7216H, 7217H, 7311H and 7323H but does

not include any portion of the subject land;

temporary reserve means a reserve created under section 276 of

the Mining Act 1904 5;



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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

Part III

Mining tenements and rights as to minerals

s. 7



termination date means the date of the cessation or

determination of the Agreement in accordance with the terms

thereof or of the determination of the Agreement by agreement

between the parties thereto.

(2)



A reference to the marking out of land includes a reference to

the occupation of and marking out of land or the taking

possession of and marking out of land.



(3)



The provisions of this Part apply notwithstanding any law or the

provisions of any other Act or any regulation.



7.



Registration and validity of certain mineral claims

(1)



The applications recorded in a register kept in the Department

as —

(a) applications by the Company for mineral claims with the

designations MC 80/6787, MC 80/6788, MC 80/7854

and MC 80/7855, respectively; and

(b) applications by the Company for mineral claims with the

respective designations set out in Schedule 1; and

(c) applications by the Company for mineral claims with the

designations MC 80/6834, MC 80/6835 and

MC 80/6836, respectively,

are deemed to be and always to have been validly and

effectually made and received for the purposes of the Mining

Act 1904 5.



(2)



page 6



On the coming into operation of this Act —

(a) each application mentioned in subsection (1)(a) is, by

operation of this subsection, approved under and for the

purposes of the Mining Act 1904 5 for the whole of the

area the subject of the application; and

(b) the whole of the area the subject of each application

mentioned in subsection (1)(a) shall, by operation of this

subsection, cease to be temporarily reserved pursuant to

section 276 of the Mining Act 1904 5; and

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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

Part III

Mining tenements and rights as to minerals

s. 7



(c)



a mineral claim for diamonds with the appropriate

designation mentioned in subsection (1)(a) is, by

operation of this subsection, registered in the name of

the Company under and for the purposes of the Mining

Act 1904 5 for the whole of the area the subject of each

of the applications mentioned in subsection (1)(a).



(3)



The mineral claims registered by operation of subsection (2)

shall be subject to the same conditions as were imposed on the

approval of the application recorded in a register kept in the

Department as an application for a mineral claim with the

designation MC 80/6792.



(4)



the approval of each of the applications mentioned in

subsection (1)(b) under and for the purposes of the Mining

Act 1904 5 is deemed to be and always to have been valid and

effectual according to its tenor, and in each case, on the coming

into operation of this Act —

(a) such portion or portions of the area the subject of the

application as are temporarily reserved under

section 276 of the Mining Act 1904 5 shall, by operation

of this subsection, cease to be so reserved;

(b) a mineral claim with the appropriate designation set out

in Schedule 1 is, by operation of this subsection,

registered in the name of the Company under and for the

purposes of the Mining Act 1904 5 in accordance with

the terms on which the application was so approved and

subject to the conditions imposed when the application

was so approved.



(5)



Such entries may be made in registers and on documents, and

such certificates or other documents may be issued, as may be

appropriate to record and evidence the approvals, cessations of

reservation and registrations effected by subsection (2), the

conditions imposed by subsection (3), and the cessations of

reservation and registrations effected by subsection (4).



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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

Part III

Mining tenements and rights as to minerals

s. 8



(6)



The approval of each of the applications mentioned in

subsection (1)(c) under and for the purposes of the Mining

Act 1904 5 and the registration in each case of a mineral claim in

the name of the Company with the appropriate designation

mentioned in subsection (1)(c) are deemed to be and always to

have been valid and effectual according to their tenor.



(7)



The mineral claims registered by operation of subsections (2)

and (4) and the mineral claims the registration of which is

mentioned in subsection (6) are deemed to be and always to

have been valid mineral claims under and for the purposes of

the Mining Act 1904 5.



(8)



The following matters, that is to say —

(a) the validity or effect of —

(i) an application mentioned in this section; or

(ii) an approval or registration effected by, or

mentioned in, this section;

or

(b) the validity of a mineral claim registered by operation

of, or mentioned in, this section,

shall not be liable to be challenged, appealed against, reviewed,

quashed, or called in question by or in any proceedings before a

court whether instituted before or after the coming into

operation of this Act.



8.



Certain entitlements of Company declared and protected

(1)



page 8



Without limiting any other right, title, interest, benefit or

entitlement the company may have in or in respect of the subject

land or any minerals found thereupon, or the effect of section 7,

it is hereby expressly declared —

(a) that on and from the coming into operation of this Act

the Company has exclusive possession of the subject

land for the purposes of the Mining Act 1904 5 and the

Mining Act 1978; and

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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

Part III

Mining tenements and rights as to minerals

s. 9



(b)



that —

(i) all diamonds found upon the subject land before

the coming into operation of this Act excluding

diamonds removed from the subject land before

15 October 1979 by a person other than the

Company; and

(ii) all diamonds found upon the subject land after

the coming into operation of this Act but before

the relevant date,

shall be the absolute property of the Company,



and the entitlement of the Company to such possession and such

property shall not be liable to be challenged, appealed against,

reviewed, quashed, or called in question by or in any

proceedings before a court whether instituted before or after the

coming into operation of this Act.

(2)



Subsection (1) does not —

(a) apply to or in relation to the possession after the relevant

date of the subject land; or

(b) apply on or after the relevant date to or in relation to

diamonds found before the relevant date upon the

subject land but not removed from that land before that

date; or

(c) affect any right, title, interest, benefit or entitlement of

the Joint Venturers or any of them.



(3)



In this section relevant date means —

(a) the date of the grant of a mining lease of the subject land

pursuant to clause 15 of the Agreement; or

(b) the termination date,

whichever is the earlier.



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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

Part III

Mining tenements and rights as to minerals

s. 9



9.



Certain rights etc. of others extinguished etc.

(1)



Any right, title, interest, benefit or entitlement that is held —

(a) immediately before the coming into operation of this

Act; and

(b) under and for the purposes of the Mining Act 1904 5; and

(c) by any person other than —

(i) the Company; or

(ii) the Joint Venturers or any of them;

and

(d) in or in respect of the subject land or any portion thereof

or in or in respect of any mineral found thereupon,

is, by operation of this subsection, extinguished and deemed

never to have existed.



(2)



Any right, title, interest, benefit or entitlement that might, but

for this subsection, vest or otherwise be acquired —

(a) under and for the purposes of the Mining Act 1904 5 or

the Mining Act 1978; and

(b) in or by any person other than —

(i) the Company; or

(ii) the Joint Venturers or any of them; or

(iii) a person acting for or on behalf of the Company

or the Joint Venturers or any of them;

and

(c) in or in respect of the subject land or any portion thereof

or in or in respect of any mineral found thereupon; and

(d) by reason of any act, matter or thing done or

commenced before the coming into operation of this

Act, or after the coming into operation of this Act but

before the relevant date,

shall not so vest or be so acquired.



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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

Part III

Mining tenements and rights as to minerals

s. 9



(3)



In subsection (2) relevant date means the termination date

unless the portion of land in question is surrendered to the State

under clause 15(5) of the Agreement in which case relevant

date means, in relation only to that portion of land, the date on

which that surrender takes effect.



(4)



Any right, title, interest, benefit or entitlement that is held —

(a) immediately before the coming into operation of this

Act; and

(b) under and for the purposes of the Mining Act 1904 5; and

(c) by any person other than —

(i) the Company; or

(ii) the Joint Venturers or any of them;

and

(d) in or in respect of the temporarily reserved land or any

portion thereof or in or in respect of any mineral found

thereupon,

is, by operation of this subsection, extinguished and deemed

never to have existed.



(5)



Any right, title, interest, benefit or entitlement that might, but

for this subsection, vest or otherwise be acquired —

(a) under and for the purposes of the Mining Act 1904 5 or

the Mining Act 1978; and

(b) in or by any person other than —

(i) the Company; or

(ii) the Joint Venturers or any of them; or

(iii) a person acting for or on behalf of the Company

or the Joint Venturers or any of them;

and

(c) in or in respect of the temporarily reserved land or any

portion thereof, or in or in respect of or in any mineral

found thereupon; and



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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

Part III

Mining tenements and rights as to minerals

s. 10



(d)



by reason of any act, matter or thing done or

commenced before the coming into operation of this

Act, or after the coming into operation of this Act but

before the relevant date,



shall not so vest or be so acquired.

(6)



In subsection (5) relevant date means —

(a) the date of the expiration of a period of 5 years from the

coming into operation of this Act; or

(b) the termination date,

whichever is the earlier.



(7)



10.



Nothing in subsections (1) to (6), both inclusive, affects any

right, title, interest or entitlement of the Crown in right of the

State except that a mining tenement shall not be granted to any

person under the Mining Act 1904 5 or the Mining Act 1978 in or

in respect of any land or mineral if the vesting in that person, or

the acquisition otherwise by that person, of any right, title,

interest, benefit or entitlement in or in respect of the land or

mineral under and for the purposes of either of those Acts is

precluded by those subsections.

Marking out of certain land, effect of



(1)



The marking out of any portion of the subject land as a mining

tenement for the purposes of the Mining Act 1904 5 —

(a) before the coming into operation of this Act; and

(b) otherwise than by or on behalf of the Company,

shall have no effect and shall be deemed never to have had any

effect.



(2)



page 12



The marking out of any portion of the subject land as a mining

tenement for the purposes of the Mining Act 1904 5 or the

Mining Act 1978 —

(a) after the coming into operation of this Act but before the

relevant date; and

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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

Part III

Mining tenements and rights as to minerals

s. 11



(b)



otherwise than by or on behalf of the Company,



shall have no effect.

(3)



In subsection (2) relevant date has the same meaning as it has in

section 9(2).



(4)



The marking out of any portion of the temporarily reserved land

as a mining tenement for the purposes of the Mining

Act 1904 5 —

(a) before the coming into operation of this Act; and

(b) otherwise than by or on behalf of the Company,

shall have no effect and shall be deemed never to have had any

effect.



(5)



The marking out of any portion of the temporarily reserved land

as a mining tenement for the purposes of the Mining Act 1904 5

or the Mining Act 1978 —

(a) after the coming into operation of this Act but before the

relevant date; and

(b) otherwise than by or on behalf of —

(i) the Company; or

(ii) the Joint Venturers or any of them,

shall have no effect.



(6)

11.



In subsection (5) relevant date has the same meaning as it has in

section 9(5).

Saving of certain pending applications



(1)



In this section pending application means an application for the

registration of a mining tenement for the purposes of the Mining

Act 1904 5 being an application that —

(a) relates to a portion of land that is marked out wholly or

partly on the temporarily reserved land; and

(b) was made by a person other than —

(i) the Company; or



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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

Part III

Mining tenements and rights as to minerals

s. 12



(c)

(2)



(ii) the Joint Venturers or any of them,

after the creation of the temporary reserve on which the

portion of land is marked out but before

9 February 1980; and

is pending immediately before the coming into operation

of this Act.



Nothing in section 9(4), 9(5) or 10(4) prevents —

(a) the warden from recommending the approval of a

pending application if he is satisfied that the applicant

was, at the time of the creation of the temporary reserve

on which the portion of land is marked out, carrying out

bona fide prospecting operations on that portion of land;

or

(b) the Minister, in his absolute discretion, from approving a

pending application if —

(i) the warden has, in accordance with

paragraph (a), recommended the approval

thereof; and

(ii) the Minister is satisfied as to the matter

mentioned in paragraph (a);

or

(c) the registration of a mining tenement that is the subject

of a pending application if the Minister has, in

accordance with paragraph (b), approved the

application,

to the extent, and only to the extent, that the portion of land

marked out is not within the subject land.



12.



Validity of mining lease under Agreement

No proceedings shall be taken or maintained in any court to

prevent or restrain the grant of a mining lease pursuant to

clause 15 of the Agreement and where such a mining lease has

been granted —



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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

Part III

Mining tenements and rights as to minerals

s. 13



(a)



(b)



the validity of the mining lease including, without

limiting the generality of the foregoing, its validity in

respect of any land included therein pursuant to

clause 15(6) of the Agreement; and

the rights, powers and authorities granted under or by

virtue of the mining lease,



shall not be liable to be challenged, appealed against, reviewed,

quashed, or called into question by or in any proceedings before

a court on any ground including, without limiting the generality

of the foregoing, the ground —

(c) that any land in respect of which the mining lease is

granted was not, at the time application was made under

clause 15 of the Agreement for the grant of the mining

lease, land in respect of which the Company held a

mineral claim; or

(d) that any land included in the mining lease pursuant to

clause 15(6) of the Agreement was not land in respect of

which the Company or the Joint Venturers or any of

them held mining tenements under the Mining

Act 1904 5 or mining leases under the Mining Act 1978.

13.



Certain mineral claims and mining tenements continued in

force

Without limiting or otherwise affecting the application of the

Government Agreements Act 1979 to and in relation to the

Agreement it is hereby expressly declared —

(a) that notwithstanding anything contained in the Mining

Act 1904 5 or the Mining Act 1978 the mineral claims

mentioned in clauses 16(1) and 19(1) of the Agreement

and the mining tenements mentioned in clause 16(3) of

the Agreement shall remain in force for the periods

respectively provided for in the Agreement; and

(b) that except as provided in this Part or in the Agreement

the mineral claims and mining tenements referred to in

paragraph (a) shall be subject to the Mining Act 1904 5



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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

Part III

Mining tenements and rights as to minerals

s. 13



and shall continue to be subject to that Act after the

coming into operation of section 3 of the Mining

Act 1978 as though the first-mentioned Act had not been

repealed.



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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

Part IV

Security of diamond mining and processing areas

s. 14



Part IV — Security of diamond mining and processing

areas

14.



Terms used

In this Part unless the contrary intention appears —

authorised officer means any person acting in the exercise or

performance of a power, authority, duty or function conferred or

imposed by or under any Act and having a right of entry

conferred by or under any Act but does not include a police

officer;

controlled access point means a place provided and designated

in accordance with regulations made under section 29(2)(b) and,

where used in relation to an act of a particular kind, means a

place so provided and designated for acts of that kind or for acts

of that kind and acts of any other kind or kinds;

designated area means land that is, or premises that are, for the

time being declared to be a designated area pursuant to

section 15;

medical practitioner means a person registered under the

Health Practitioner Regulation National Law (Western

Australia) in the medical profession;

Owners means the Joint Venturers and each of them and any

company formed by the Joint Venturers, or any of them, to

manage operations conducted pursuant to the Agreement;

police officer means a person appointed under Part I of the

Police Act 1892 to be a member of the Police Force of Western

Australia;

premises means any building or structure or part of a building or

structure, and includes any area surrounding such building or

structure or part of a building or structure;

property includes goods or articles of any kind;

security officer means a person who is the holder of a security

officer’s licence under the Security and Related Activities



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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

Part IV

Security of diamond mining and processing areas

s. 15



(Control) Act 1996 and is employed by the Owners or any of

them;

this Part includes the regulations made under this Part;

uncut diamond includes any crushed diamond, diamond dust,

diamond fragment or partly cut or partly processed diamond;

vehicle has the same meaning as it has in and for the purposes

of the Road Traffic Act 1974.

[Section 14 amended: No. 27 of 1996 s. 96; No. 22 of 2008

Sch. 3 cl. 19; No. 35 of 2010 s. 62.]

15.



Designated areas, declaration of

(1)



Where it appears to the Governor that the mining, treatment,

processing, sorting, storage or cutting of diamonds is being, or

is proposed to be, carried out —

(a) on any land in the State; or

(b) on or within any premises in the State,

in the course of operations conducted for the purposes of or

incidental to the implementation of the Agreement, the

Governor may by Order in Council published in the Gazette

declare that land or those premises, as the case may be, to be a

designated area for the purposes of this Part.



(2)



An Order in Council published under subsection (1) —

(a) declaring land to be a designated area shall define the

boundaries of that land;

(b) declaring premises to be a designated area shall describe

the boundaries or limits of those premises.



(3)



The Governor may by Order in Council published in the Gazette

amend or revoke any previous Order in Council published under

this section.



(4)



An Order in Council published under this section shall take

effect on the day of its publication or on such later day as is

specified therein.



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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

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Security of diamond mining and processing areas

s. 16



16.



Unauthorised possession of diamonds in designated areas

A person who is within a designated area and who, without

lawful authority or excuse, the proof of which lies on him, has

an uncut diamond —

(a) on his person; or

(b) in his possession, or under his control, in any vehicle or

other property or in any place,

commits an offence and is liable to a fine not exceeding $10 000

or to imprisonment for a term not exceeding 2 years.



17.



Entering and leaving designated areas

(1)



A person shall not —

(a) enter or leave a designated area; or

(b) drive a vehicle into or out of a designated area; or

(c) take or consign any property into or out of a designated

area,

other than by way of a controlled access point.



(2)



A security officer may —

(a) require a person who is entering or leaving a designated

area to stop; and

(b) require a person driving a vehicle into or out of a

designated area to stop the vehicle; and

(c) require a person who is taking or consigning property

into or out of a designated area to produce the property

to a security officer for examination; and

(d) direct a person to —

(i) enter or leave a designated area; or

(ii) drive a vehicle into or out of a designated area;

or



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s. 17



(iii)



take or consign any property into or out of a

designated area,

by way of a controlled access point specified by the

security officer.

(3)



A person shall not enter, drive a vehicle into, or take or consign

any property into a designated area without the permission of a

security officer on duty at a controlled access point.



(4)



A police officer acting in the course of his duty shall not be

refused permission to enter a designated area unless he fails to

comply with a request made by a security officer at a controlled

access point to —

(a) produce evidence that he is a police officer; or

(b) state the purposes for which he wishes to enter the

designated area,

to the security officer.



(5)



An authorised officer shall not be refused permission to enter a

designated area unless he fails to comply with a request made

by a security officer at a controlled access point to —

(a) furnish his name and address; or

(b) state and provide evidence of his authority for entering

the designated area; or

(c) state the purpose for which he wishes to enter the

designated area,

to the security officer.



(6)



Subject to subsections (4) and (5) a security officer may refuse

permission without giving any reason for that refusal.



(7)



Without limiting the generality of subsection (6) permission for

a person to enter a designated area, other than permission that is

required to be granted by subsection (4) or (5), may be withheld

by a security officer until the person agrees in writing to abide

by such reasonable conditions of entry as the security officer



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s. 18



considers necessary for the security of the designated area and

of operations, persons and property therein, including, without

limiting the generality of the foregoing, a condition that the

person will, while within or leaving the designated area, allow a

search of himself (other than a search by way of an examination

of his body cavities), or a search of any vehicle he is driving or

any other property in his possession or under his control, to be

carried out by a security officer whenever requested to do so by

a security officer.

(8)



A person who —

(a) contravenes subsection (1) or (3); or

(b) fails to comply with a requirement imposed pursuant to

subsection (2)(a), (2)(b) or (2)(c),

commits an offence and is liable to a fine not exceeding $5 000

or to imprisonment for a term not exceeding one year.



(9)



A person who having been given a direction by a security

officer pursuant to subsection (2)(d) —

(a) enters or leaves a designated area; or

(b) drives a vehicle into or out of a designated area; or

(c) takes or consigns any property into or out of a

designated area,

by way of a controlled access point other than that specified by

the security officer commits an offence and is liable to a fine not

exceeding $500.



(10)

18.



In this section permission means permission under and for the

purposes of subsection (3).

Security officer may direct etc. persons in designated area



(1)



A security officer may —

(a) direct a person entering or within a designated area not

to enter or remain within any portion of the designated



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(b)



(c)



(d)



(2)



area specified by the security officer either absolutely or

unless he is in the company of security officer; and

require a person within a designated area to stop or

require a person driving a vehicle within a designated

area to stop the vehicle; and

require a person within a designated area to furnish his

name and address and to state his authority for being

within the designated area and the purpose for which he

is within the designated area; and

give such other direction to, or impose such other

requirement on, a person entering or within a designated

area, whether that direction or requirement is of a

similar kind to those mentioned in paragraphs (a), (b)

and (c) or of a different kind, as the security officer

considers necessary for the security of the designated

area and of operations, persons and property therein.



Where —

(a) a person within a designated area fails to comply with a

direction given or requirement imposed pursuant to

subsection (1)(a), (1)(b) or (1)(c) or with any direction

given or requirement imposed pursuant to

subsection (1)(d) that may lawfully be complied with; or

(b) a security officer is not satisfied that a person who has

been permitted to enter a designated area has any need

to remain therein,

a security officer may require the person to leave the designated

area forthwith.



(3)



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A person who fails, without lawful authority or excuse, the

proof of which lies on him, to comply with a requirement

imposed pursuant to subsection (2) commits an offence and is

liable to a fine not exceeding $500.



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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

Part IV

Security of diamond mining and processing areas

s. 19



19.



Stopping etc. people etc. in or near designated areas

Without affecting the liability of any person for an offence

against section 17 or 18 a security officer may, using only such

force as is reasonably necessary —

(a) stop a person who fails to comply with a requirement

imposed pursuant to section 17(2)(a) or 18(1)(b) or a

vehicle the driver of which fails to comply with a

requirement imposed pursuant to section 17(2)(b) or

18(1)(b); and

(b) remove from a designated area a person who fails to

comply with a requirement imposed pursuant to

section 18(2); and

(c) remove any vehicle or other property from a designated

area; and

(d) enter a vehicle for the purpose of removing it pursuant

to paragraph (c) or section 20(1)(b).



20.



Searching etc. vehicles etc. in designated areas

(1)



A security officer may search any vehicle or other property in

the possession or under the control of a person within a

designated area or which is being driven, taken or consigned out

of designated area and, for that purpose may —

(a) dismantle the property;

(b) remove the property to a place of safe custody and

detain it there pending search or further search.



(2)



In subsection (1) property does not include clothing being worn

by a person.



21.



Detaining and searching people in designated areas

(1)



Where a person —

(a) appears to a security officer to have an uncut diamond

on his person, or in his possession or under his control



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s. 21



(b)



(c)



within a designated area without lawful authority or

excuse; or

is reasonably suspected by a security officer of stealing

or concealing an uncut diamond within a designated

area; or

is found within a designated area without having

received permission to enter that designated area under

and for the purposes of section 17(3),



a security officer may, using only such force as is reasonably

necessary, detain that person at a place within the designated

area set aside for that purpose in accordance with the

regulations, until the arrival of a police officer.

(2)



Without limiting the generality of subsection (1)(b), where a

person who has, at any time before entering a designated area

agreed in writing that he will, while within or leaving the

designated area, allow a search of himself (other than a search

by way of an examination of his body cavities), or a search of

any vehicle he is driving or any other property in his possession

or under his control, to be carried out by a security officer

whenever requested to do so by a security officer fails, when

such a request is made, to allow such a search to be carried out,

a security officer shall be deemed to have reasonable grounds

for suspecting the person of stealing or concealing an uncut

diamond.



(3)



On detaining a person pursuant to subsection (1) a security

officer shall forthwith report the detention to the nearest police

officer or, if the whereabouts of the nearest police officer is not

known, the nearest police station.



(4)



Subject to subsections (5) and (7) a police officer may search

any person who is detained pursuant to this section and any

clothing worn by such a person.



(5)



Subject to subsection (6) a search under subsection (4) shall be

carried out by a police officer of the same sex as the person to

be searched.



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s. 21



(6)



Where it is not immediately practicable for subsection (5) to be

complied with in relation to a search under subsection (4) a

police officer may, subject to subsection (7), cause the search to

be carried out, under the direction of a police officer, by a

security officer of the same sex as the person who is to be

searched or may —

(a) detain the person until; or

(b) convey or conduct the person to a place where,

it is practicable for subsection (5) to be complied with.



(7)



Subsections (4) and (6) do not authorise a police officer, or a

security officer acting under the direction of a police officer, to

carry out a search by way of an examination of the body cavities

of a person but a police officer may arrange for a medical

practitioner nominated by the police officer to examine the body

cavities of the person and may —

(a) detain the person until the arrival of that medical

practitioner; or

(b) convey or conduct the person to that medical

practitioner.



(8)



Subject to subsection (9) an examination arranged under

subsection (7) shall be carried out in the presence of a police

officer of the same sex as the person to be examined.



(9)



Where it is not immediately practicable for subsection (8) to be

complied with in relation to an examination arranged under

subsection (7) a police officer may cause the examination to be

carried out in the presence of a security officer of the same sex

as the person to be examined or may —

(a) detain the person until; or

(b) convey or conduct the person to a place where,

it is practicable for subsection (8) to be complied with.



(10)



A medical practitioner is hereby authorised to carry out an

examination of the body cavities of a person arranged by a



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s. 22



police officer under subsection (7) and no action shall lie

against the medical practitioner in respect of anything

reasonably done by him for the purposes of the examination.

(11)



A police officer may use such force as is reasonably necessary,

and may call on such assistance as he considers necessary, in

order to —

(a) detain a person under this section; or

(b) carry out a search under this section; or

(c) facilitate the carrying out of a search caused by him or

an examination arranged by him under this section.



(12)



A person who —

(a) resists detention under this section; or

(b) escapes or attempts to escape —

(i) from a place at which he is being detained under

this section; or

(ii) from a police officer who is conveying or

conducting him under subsection (6)(b), (7)(b)

or (9)(b);

or

(c) obstructs or hinders a police officer or a security officer

in the carrying out of a search of that person, or clothing

worn by that person, under subsection (4) or (6); or

(d) obstructs or hinders a medical practitioner in the

carrying out of any examination of that person under

subsection (7),

commits an offence and is liable to a fine not exceeding $10 000

or to imprisonment for a term not exceeding 2 years.



22.



Emergency action excepted from s. 17 to 20 and 21(1)(c)

Sections 17 to 20, both inclusive, and section 21(1)(c) do not

apply to or in relation to a police officer or authorised officer

acting lawfully in an emergency.



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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

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Security of diamond mining and processing areas

s. 23



23.



Powers of police under s. 21 additional to others

The powers conferred on a police officer by section 21 are in

addition to any other powers that a police officer has apart from

this Act and nothing in this Part shall be construed as limiting or

otherwise affecting the powers and duties that a police officer

may exercise and perform within or in respect of a designated

area.



24.



Evidentiary provisions

In any prosecution under this Part an averment in the

prosecution notice —

(a) that the place at or in respect of which a contravention of

this Part is alleged to have occurred was, or was within,

a designated area; or

(b) that a place was a controlled access point for a specified

purpose; or

(c) that a person was at a material time a security officer,

shall be deemed to be proved in the absence of proof to the

contrary.

[Section 24 amended: No. 84 of 2004 s. 79.]



25.



Restitution order for diamonds on conviction

Notwithstanding any law or any other Act, upon the conviction

of any person for an offence against this or any other Act

committed within a designated area and involving the stealing,

receiving or possession of uncut diamonds the court shall order

the uncut diamonds to be delivered to the Owners.



26.



Security and Related Activities (Control) Act 1996 to apply

The provisions of the Security and Related Activities (Control)

Act 1996 that are applicable to a security officer licensed under

that Act shall apply to and in relation to a security officer.

[Section 26 inserted: No. 27 of 1996 s. 96.]



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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

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Security of diamond mining and processing areas

s. 27



27.



Offences under other Acts not excluded

Subject to section 17 of The Criminal Code and section 11 of

the Sentencing Act 1995, nothing in this Part affects the liability

of any person to be prosecuted and punished for an offence

under any other written law.

[Section 27 amended: No. 78 of 1995 s. 33; No. 84 of 2004

s. 78.]



28.



Protection from liability for security officers etc.

A security officer or police officer who duly exercises any

power conferred by this Part in relation to a person shall not, by

reason of exercise of the power, be liable for any offence of

obstructing or hindering a person in the exercise of a power, or

the performance of a function or duty, under any Act or law.



29.



Regulations

(1)



The Governor may make regulations prescribing all matters that

are necessary or convenient to be prescribed for giving effect to

the purposes of this Part.



(2)



Without limiting the generality of subsection (1) regulations

may be made under this section —

(a) requiring the Owners to erect and maintain fences, walls

and other physical barriers around a designated area in

accordance with the regulations;

(b) requiring the Owners to provide and designate places, in

accordance with the regulations, for —

(i) the entry of persons to a designated area; or

(ii) the egress of persons from a designated area; or

(iii) the driving of vehicles into a designated area; or

(iv) the driving of vehicles out of a designated area;

or

(v) the taking or consignment of property into a

designated area; or



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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

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Security of diamond mining and processing areas

s. 29



(vi)



(c)



(d)



(e)



(f)

(g)

(h)

(i)



(j)



(3)



the taking or consignment of property out of a

designated area; or

(vii) any 2 or more of the purposes referred to in the

preceding subparagraphs;

requiring the Owners to erect and maintain notices and

signs at or near the perimeter of a designated area in

accordance with the regulations;

prohibiting the damaging, defacing, removal or

destruction of fences, barriers, signs and notices erected

pursuant to the regulations;

regulating the detention of persons under this Part and in

particular requiring the setting aside of places within

designated areas for the detention of persons;

regulating the carrying out of searches and examinations

of persons under this Part;

regulating the custody of, and carrying out of searches

of, vehicles and other property under this Part;

prohibiting or regulating search by X-ray apparatus;

prohibiting persons from obstructing, hindering or

interfering with a security officer acting under the

authority of this Part;

providing that contravention of or failure to comply with

a regulation constitutes an offence and providing

penalties not exceeding a fine of $500 for offences

against the regulations.



Regulations may be made under this section —

(a) so as to apply —

(i) generally or in a particular class of case or in

particular classes of cases; and

(ii) at all times or at a specified time or at specified

times; and



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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

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Security of diamond mining and processing areas

s. 29



(iii)



(b)



(c)



(4)



to all designated areas or to a specified

designated area or specified designated areas;



and

so as to require a matter affected by them to be —

(i) in accordance with a specified standard or

specified requirement; or

(ii) as approved by, or to the satisfaction of, a

specified person or body or a specified class of

person or body;

and

so as to confer on a specified person or body or a

specified class of person or body a discretionary

authority.



In subsection (3) specified means specified in the regulations.

[Section 29 amended: No. 12 of 1983 s. 6.]



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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

Schedule 1

Mineral claims



Schedules

Schedule 1 — Mineral claims

[s. 7]

[Heading amended: No. 19 of 2010 s. 4.]

MC 80/6792, MC 80/6793, MC 80/6794, MC 80/6795, MC 80/6796,

MC 80/6797, MC 80/6798, MC 80/6799, MC 80/6800, MC 80/6801,

MC 80/6802, MC 80/6803, MC 80/6804, MC 80/6805, MC 80/6806,

MC 80/6807, MC 80/6808, MC 80/6809, MC 80/6810, MC 80/6811,

MC 80/6812, MC 80/6813, MC 80/6814, MC 80/6815, MC 80/6816,

MC 80/6817, MC 80/6818, MC 80/6819, MC 80/6820, MC 80/6821,

MC 80/6825, MC 80/6826, MC 80/6827, MC 80/6828, MC 80/6829,

MC 80/6832, MC 80/6833, MC 80/6853, MC 80/6858, MC 80/6859,

MC 80/6860, MC 80/6861, MC 80/6862, MC 80/6863, MC 80/6864,

MC 80/6865, MC 80/6866, MC 80/6867, MC 80/6868, MC 80/7856,

MC 80/7857, MC 80/10261, MC 80/10262, MC 80/10263, MC 80/10264,

MC 80/10265, MC 80/10266, MC 80/10267, MC 80/10268, MC 80/10275,

MC 80/10276, MC 80/10277, MC 80/10278, MC 80/10376, MC 80/10377,

MC 80/10378, MC 80/10379, MC 80/10380, MC 80/10381, MC 80/10382,

MC 80/10383, MC 80/10384, MC 80/10385, MC 80/10386, MC 80/10387,

MC 80/10388, MC 80/10389, MC 80/10390, MC 80/10391, MC 80/10392,

MC 80/10393, MC 80/10394, MC 80/10395, MC 80/10396, MC 80/10397,

MC 80/10398, MC 80/10399, MC 80/10400, MC 80/10401, MC 80/10402,

MC 80/10403, MC 80/10404, MC 80/10405, MC 80/10406, MC 80/10407,

MC 80/10408, MC 80/10409, MC 80/10410, MC 80/10411, MC 80/10412,

MC 80/10413, MC 80/10414, MC 80/10487, MC 80/10489, MC 80/10490,

MC 80/10491, MC 80/10492, MC 80/10493, MC 80/10494, MC 80/10495,

MC 80/10496, MC 80/10497, MC 80/10498, MC 80/10499, MC 80/10500.



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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

Schedule 2

Diamond (Argyle Diamond Mines Joint Venture) Agreement



Schedule 2 — Diamond (Argyle Diamond Mines Joint

Venture) Agreement

[s. 2]

[Heading amended: No. 19 of 2010 s. 4.]

THIS AGREEMENT made this 17th day of November, 1981, BETWEEN THE

HONOURABLE SIR CHARLES WALTER MICHAEL COURT, K.C.M.G.,

O.B.E., M.L.A., Premier of the State of Western Australia, acting for and on

behalf of the said State and its instrumentalities from time to time (hereinafter

called “the State”) of the first part CRA EXPLORATION PTY. LIMITED a

company incorporated in the State of New South Wales and having its principal

place of business in the State of Western Australia at 21 Wynyard Street,

Belmont, (hereinafter called “CRAE”) ASHTON MINING LIMITED a

company incorporated in the State of Victoria and having its principal place of

business in the State of Western Australia at 6th Floor, 189 St. George’s

Terrace, Perth, TANAUST PROPRIETARY LIMITED a company incorporated

in the State of Victoria and having its principal place of business in the State of

Western Australia at 2nd Floor, Cecil Building, 6 Sherwood Court, Perth,

A.O. (AUSTRALIA) PTY. LIMITED a company incorporated in the State of

New South Wales and having its principal place of business in the State of

Western Australia at 6th Floor, 189 St. George’s Terrace, Perth and

NORTHERN MINING CORPORATION N.L. a company incorporated in the

State of Victoria and having its principal place of business in the State of

Western Australia at Homeric House, 442 Murray Street, Perth (the said CRAE,

Ashton Mining Limited, Tanaust Proprietary Limited, A.O. (Australia) Pty.

Limited and Northern Mining Corporation N.L. being hereinafter collectively

called “the Joint Venturers” in which term shall be included their respective

successors and permitted assigns and appointees) of the second part and CRA

Limited a company incorporated in the State of Victoria and having its principal

place of business in the State of Western Australia at 191 St. George’s Terrace,

Perth, (hereinafter called “the Guarantor”) of the third part.

W H E R E A S:

(a)



the Joint Venturers have established the existence of diamond bearing ore

bodies (including kimberlite pipes and alluvial deposits) within the

Argyle mining area and the Ellendale mining area defined in Clause 1

and have carried out certain investigations relating inter alia to the mining

and treatment of that ore and the sale of diamonds;



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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

Schedule 2

Diamond (Argyle Diamond Mines Joint Venture) Agreement



(b)



the Joint Venturers intend to mine such ore bodies and recover and

market diamonds and investigate the economic feasibility of and promote

the processing of diamonds in the said State;



(c)



the Joint Venturers intend to provide such facilities and services as may

be necessary for their operations under this Agreement and for the

accommodation and welfare of their workforce at or in the vicinity of the

said mining areas or elsewhere within the Kimberley region.



NOW THIS AGREEMENT WITNESSETH:

Definitions 6

1.



In this Agreement subject to the context —

“advise”, “apply”, “approve”, “approval”, “consent”, “certify”, “direct”,

“notify”, “request”, or “require”, means advise, apply, approve, approval,

consent, certify, direct, notify, request, or require in writing as the case

may be and any inflexion or derivation of any of those words has a

corresponding meaning;

“approved proposal” means any proposal approved under this

Agreement;

“Argyle mining area” means the area defined as “the temporarily

reserved land” in the Bill referred to in Clause 3 which area is for the

purposes of identification coloured red on the plan marked “A” (initialled

by or on behalf of the parties hereto for the purposes of identification)

(hereinafter called “the red area”) and the area defined as “the subject

land” in the said Bill which area is for the purposes of identification

coloured blue on the said plan (hereinafter called “the blue area”);

“associated company” means —

(a)



any company or corporation having a paid up capital of not less

than $2,000,000 which is incorporated or formed within the United

Kingdom the United States of America or Australia or such other

country as the Minister may approve and which —

(i)



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is promoted by the Joint Venturers or any of them for all or

any of the purposes of this Agreement and in which the Joint

Venturers or any of them or some other company or

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Diamond (Argyle Diamond Mines Joint Venture) Agreement



corporation acceptable to the Minister hold not less than a

25% interest or some lesser interest acceptable to the

Minister; or



(b)



(ii)



is related within the meaning of that term as used in

section 6 of the Companies Act 1961, to one or more of the

Joint Venturers or to any company or corporation in which

the Joint Venturers or any of them or some other company or

corporation acceptable to the Minister hold not less than

25% of the issued ordinary share capital; and



(iii)



is notified to the Minister by the Joint Venturers or any of

them as being such a company;



any company or corporation approved in writing by the Minister.



“Clause” means a clause of this Agreement;

“commencement date” means the date the Bill referred to in Clause 3

comes into operation as an Act;

“Commonwealth” means the Commonwealth of Australia and includes

the Government for the time being thereof;

“Ellendale mining area” means the area bordered green on the plan

marked “B” (initialled by or on behalf of the parties hereto for the

purposes of identification);

“Land Act” means the Land Act 1933;

“local authority” means the council of a municipality that is a city, town

or shire constituted under the Local Government Act 1960;

“Mining Act 1904” means (unless the context otherwise requires) the

Mining Act 1904 and the amendments thereto and the regulations made

thereunder as in force on 31st December, 1981;

“Mining Act 1978” means the Mining Act 1978;

“mining leases” subject to the context means the mining lease or mining

leases granted pursuant to Clauses 15 and 18 and includes any renewal

thereof and according to the requirements of the context shall describe the

area of land demised as well as the instrument by which it is demised and

any area or areas added thereto pursuant to the provisions of Clause 15;



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“Minister” means the Minister in the Government of the State for the

time being responsible (under whatsoever title) for the administration of

the Act to ratify this Agreement and pending the passing of that Act

means the Minister for the time being designated in a notice from the

State to the Joint Venturers and includes the successors in office of the

Minister;

“Minister for Mines” means the Minister in the Government of the State

for the time being responsible for the administration of the Mining

Act 1904 or the Mining Act 1978;

“month” means calendar month;

“notice” means notice in writing;

“ore” means any rock soil or alluvium bearing diamonds mined from

mining leases granted pursuant to this Agreement;

“person” or “persons” includes bodies corporate;

“private road” means a road (not being a public road) which is either

constructed by the Joint Venturers in accordance with their proposals as

approved by the Minister hereunder or agreed by the parties to be a

private road for the purposes of this Agreement;

“public road” means a road as defined by the Road Traffic Act 1974;

“relevant town” in relation to the Argyle mining area means the town or

towns to be developed in the Kimberley region with the approval of the

State by the Joint Venturers as the principal housing area for their mine

workforce serving the Argyle mining area and in relation to the Ellendale

mining area means the town or towns to be developed in the Kimberley

region with the approval of the State by the Joint Venturers as the

principal housing area for their mine workforce associated with the

Ellendale mining area and may in either case with the approval of the

State include an existing town;

“relevant townsite” means the site on which the relevant town is or is to

be situated;

“said State” means the State of Western Australia;

“sorting” means the classification of diamonds after any necessary

cleaning into categories in relation to their size, shape, colour or value

and “sorted” has a corresponding meaning;

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“State Energy Commission” means The State Energy Commission of

Western Australia as described in section 7 of the State Energy

Commission Act 1979;

“this Agreement” “hereof” and “hereunder” refer to this Agreement

whether in its original form or as from time to time added to varied or

amended.

Interpretation 6

2.



In this Agreement —

(a)



monetary references are references to Australian currency unless

otherwise specifically expressed;



(b)



power given under any clause other than Clause 40 to extend any

period or date shall be without prejudice to the power of the

Minister under Clause 40;



(c)



marginal notes do not affect the interpretation or construction 6;

and



(d)



reference to an Act (other than the Mining Act 1904) includes the

amendments to that Act for the time being in force and also any

Act passed in substitution therefor or in lieu thereof and the

regulations for the time being in force thereunder.



Initial obligations of the State 6

3.



The State shall —

(a)



introduce and sponsor a Bill in the Parliament of Western Australia

to ratify this Agreement and endeavour to secure its passage as an

Act prior to 31st December, 1981; and



(b)



to the extent reasonably necessary for the purposes of this

Agreement allow the Joint Venturers to enter upon Crown Lands

(including, if applicable, land the subject of a pastoral lease).



Ratification and operation 6

4.



(1)



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The provisions of this Agreement other than this Clause and

Clauses 1, 2 and 3 shall not come into operation until the Bill

referred to in Clause 3 has been passed by the Parliament of

Western Australia and comes into operation as an Act.

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(2)



If before 31st December, 1981 the said Bill has not commenced to

operate as an Act then unless the parties hereto otherwise agree this

Agreement shall then cease and determine and no party hereto shall

have any claim against any other party hereto with respect to any

matter or thing arising out of, done, performed, or omitted to be

done or performed under this Agreement.



(3)



On the said Bill commencing to operate as an Act all the provisions

of this Agreement shall operate and take effect notwithstanding the

provisions of any Act or law.



Initial obligations of the Joint Venturers 6

5.



(1)



The Joint Venturers shall continue their field and office

engineering, environmental, market and finance studies and other

matters necessary to enable them to finalise and to submit to the

Minister the detailed proposals referred to in Clause 7 and their

proposed marketing arrangements pursuant to Clause 6.



(2)



The Joint Venturer shall keep the State fully informed in writing

quarterly as to the progress and results of their operations under

subclause (1) of this Clause. The first quarterly report shall be

lodged during the month of April, 1982 and shall be in respect of

the quarter ending on the last day of March, 1982 and thereafter the

quarterly reports shall be in respect of the quarter ending on the last

day of the month preceding the month in which they are lodged.



(3)



The Joint Venturers shall co-operate with the State and consult

with the representatives or officers of the State regarding matters

referred to in subclause (1) of this Clause and any other relevant

studies in relation to that subclause that the Minister may wish to

undertake;



Marketing arrangements 6

6.



(1)



Prior to or at the time of the submission of the proposals required

pursuant to subclause 1(A) of Clause 7 the Joint Venturers shall

also submit to the Minister for his approval their proposed

arrangements for the marketing of diamonds to be produced

pursuant to this Agreement.



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(2)



The Minister shall within 2 months after receipt of any such

submission notify the Joint Venturers of his approval or otherwise

of the proposed arrangements.



(3)



In the event that the Minister does not approve the said submission

(which approval shall not be unreasonably withheld) the Minister

shall give reasons and shall afford the Joint Venturers full

opportunity to consult with him and should they so desire to submit

new or revised arrangements for his approval.



(4)



The Minister’s determination in respect of any submission by the

Joint Venturers pursuant to this Clause shall be final and shall not

be referable to arbitration hereunder.



(5)



The Joint Venturers shall submit a report to the Minister at half

yearly intervals unless the Minister otherwise requires

commencing from the date the said proposed arrangements are

approved concerning their implementation of those arrangements.



(6)



If the Joint Venturers at any time during the continuance of this

Agreement desire to significantly modify, expand or otherwise

vary the approved marketing arrangements, they shall inform the

Minister and submit their revised marketing arrangements for his

approval pursuant to this Clause.



Joint Venturers to submit proposals for the Argyle mining area 6

7.



(1)



The Joint Venturers shall, subject to the provisions of this

Agreement, submit to the Minister to the fullest extent reasonably

practicable their detailed proposals —

(A)



on or before 31st December, 1982 for the mining and

recovery of diamonds from not less than 500,000 tonnes per

annum of diamond bearing alluvium from the Argyle mining

area to commence not later than 6 months from the date of

approval of such proposals; and



(B)



on or before 31st December, 1983 for the mining and

recovery of diamonds from not less than 2 million tonnes per

annum of kimberlite ore from the Argyle mining area such

plant to be in operation not later that 31st December, 1986



which proposals shall include plans where practicable and

specifications where reasonably required by the Minister and shall

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make provision where appropriate for the necessary workforce and

associated population required to enable the Joint Ventures to mine

and recover diamonds from ore from the area the subject of the

proposals and shall include the location, area, lay-out, design,

quantities, materials and time programme for the commencement

completion of construction or the provision (as the case may be) of

each of the following matters, namely —

(a)



the mining and recovery of diamonds from ore including

plant facilities and security measures;



(b)



roads;



(c)



relevant townsite and relevant town including housing,

provision of utilities and services and associated facilities

including, subject to the provisions of Clause 26, transitional

arrangements;



(d)



water supply;



(e)



power supply;



(f)



airstrip in or adjacent to the mining areas and other airport

facilities and services;



(g)



any other works, services or facilities desired by the Joint

Venturers;



(h)



use of local professional services labour and materials and

measures to be taken with respect to the engagement and

training of employees by the Joint Venturers, their agents

and contractors;



(i)



any leases (other than mining leases), licences or other

tenures of land required from the State; and



(j)



an environmental management programme as to measures to

be taken, in respect of the Joint Venturers’ activities under

this Agreement, for the protection and management of the

environment.



Order of proposals 6

(2)



Each of the proposals pursuant to subclause (1) of this Clause may

with the approval of the Minister or if so required by him be



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submitted separately and in any order as to the matter or matters

mentioned in one or more of paragraphs (a) to (j) of subclause (1)

of this Clause.

Use of existing infrastructure 6

(3)



Each of the proposals pursuant to subclause (1) of this Clause may

with the approval of the Minister and that of any third parties

concerned instead of providing for the construction of new

facilities of the kind therein mentioned provide for the use by the

Joint Venturers of any existing facilities of such kind belonging to

the Joint Venturers or upon reasonable terms and conditions of any

other existing facilities of such kind.



Financial arrangements 6

(4)



At the time when the Joint Venturers submit each of the proposals

pursuant to subclause (1) of this Clause they shall furnish to the

State’s satisfaction evidence of —

(a)



the availability of finance necessary for the fulfilment of the

operations to which the said proposals refer; and



(b)



the readiness of the Joint Venturers to embark upon and

proceed to carry out the operations referred to in the said

proposals.



Consideration of proposals 6

8.



(1)



page 40



On receipt of each of the proposals pursuant to subclause (1) of

Clause 7 the Minister shall —

(a)



approve of the said proposals either wholly or in part

without qualification or reservation; or



(b)



defer consideration of or decision upon the same until such

time as the Joint Venturers submit a further proposal or

proposals in respect of some other of the matters mentioned

in subclause (1) of Clause 7 not covered by the said

proposals; or



(c)



require as a condition precedent to the giving of his approval

to the said proposals that the Joint Venturers make such

alteration there to or comply with such conditions in respect

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thereto as he (having regard to the circumstances including

the overall development of and the use by others as well as

the Joint Venturers of all or any of the facilities proposed to

be provided) thinks reasonable and in such a case the

Minister shall disclose his reasons for such conditions.

Advice of Minister’s decision 6

(2)



The Minister shall within two months after receipt of each of the

said proposals pursuant to subclause (1) of this Clause give notice

to the Joint Venturers of his decision in respect to the same.



Consultation with Minister 6

(3)



If the decision of the Minister is as mentioned in either of

paragraphs (b) or (c) of subclause (1) of this Clause the Minister

shall afford the Joint Venturers full opportunity to consult with him

and should they so desire to submit new or revised proposals either

generally or in respect to some particular matter.



Minister’s decision subject to arbitration 6

(4)



If the decision of the Minister is as mentioned in either of

paragraphs (b) or (c) of subclause (1) of this Clause and the Joint

Venturers consider that the decision is unreasonable the Joint

Venturers within two months after receipt of the notice mentioned

in subclause (2) of this Clause may elect to refer to arbitration in

the manner hereinafter provided the question of the reasonableness

of the decision.



Arbitration award 6

(5)



An award made on an arbitration pursuant to subclause (4) of this

Clause shall have force and effect as follows —

(i)



if by the award the dispute is decided against the Joint

Venturers then unless the Joint Venturers within 3 months

after delivery of the award give notice to the Minister of

their acceptance of the award this Agreement shall on the

expiration of that period of 3 months cease and determine; or



(ii)



if by the award the dispute is decided in favour of the Joint

Venturers the decision shall take effect as a notice by the



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Minister that he is so satisfied with and approves the matter

or matters the subject of the arbitration.

Effect of non-approval of proposals 6

(6)



Notwithstanding that under subclause (1) of this Clause any

detailed proposals of the Company are approved by the Minister or

determined by arbitration award, unless each and every such

proposal and matter is so approved or determined by —

(i)



31st December, 1983 in respect of the proposals made

pursuant to paragraph (A) of subclause (1) of Clause 7; and



(ii)



31st December, 1984 in respect of the proposals made

pursuant to paragraph (B) of subclause (1) of Clause 7



or in each case by such extended date or period if any as the Joint

Venturers shall be granted pursuant to the provisions of this

Agreement then the Minister may give to the Joint Venturers

12 months notice of intention to determine this Agreement and

unless before the expiration of the said 12 months period all the

detailed proposals and matters are so approved or determined this

Agreement shall cease and determine subject however to the

provisions of Clause 42.

Implementation of proposals 6

(7)



The Joint Venturers shall implement the approved proposals in

accordance with the terms thereof.



Further proposals — Ellendale mining area 6

9.



(1)



On or before 31st December, 1990 the Joint Venturers shall submit

to the Minister detailed proposals for the development of the

Ellendale mining area and as to such of the matters mentioned in

paragraphs (a) to (j) of subclause (1) of Clause 7 as the Minister

may require.



(2)



The provisions of Clauses 6, 7 and 8 (other than subclauses (5) and

(6) of Clause 8) shall mutatis mutandis apply to detailed proposals

submitted pursuant to this Clause.



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Additional proposals 6

10.



If the Joint Venturers at any time during the continuance of this

Agreement desire to significantly modify expand or otherwise vary their

activities carried on pursuant to this Agreement beyond those specified in

any approved proposals or desire to mine minerals other than diamonds

they shall give notice of such desire to the Minister and within 2 months

thereafter shall submit to the Minister detailed proposals in respect of all

matters covered by such notice and such of the other matters mentioned

in paragraphs (a) to (j) of subclause (1) of Clause 7 as the Minister may

require. The provisions of Clause 7 and Clause 8 (other than

subclauses (5) and (6)) shall mutatis mutandis apply to detailed proposals

submitted pursuant to this subclause. The Joint Venturers shall

implement the approved proposals in accordance with the terms thereof.



Protection and management of the environment 6

11.



(1)



The Joint Venturers shall in respect of the matters referred to in

paragraph (j) of subclause (1) of Clause 7 and which are the subject

of approved proposals under this Agreement, carry out a

continuous programme of investigation and research including

monitoring and the study of sample areas to ascertain the

effectiveness of the measures they are taking pursuant to such

approved proposals for rehabilitation and the protection and

management of the environment.



(2)



The Joint Venturers shall during the currency of this Agreement at

yearly intervals commencing from the respective dates when the

Joint Venturers’ proposals are approved submit an interim report to

the Minister concerning investigations and research carried out

pursuant to subclause (1) of this Clause and at 3 yearly intervals

commencing from such date submit a detailed report to the

Minister on the result of the investigations and research during the

previous 3 years.



(3)



The Minister may within 2 months of the receipt of the detailed

report pursuant to subclause (2) of this Clause notify the Joint

Venturers that he requires additional detailed proposals to be

submitted in respect of all or any of the matters the subject of the

detailed report.



(4)



The Joint Venturers shall within 2 months of the receipt of a notice

given pursuant to subclause (3) of this Clause submit to the



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Minister additional detailed proposals as required and the

provisions of Clause 7 and Clause 8 (other than subclauses (5) and

(6)) where applicable shall mutatis mutandis apply in respect of

such proposals.

(5)



The Joint Venturers shall implement the decision of the Minister or

an award made on arbitration as the case may be in accordance

with the terms thereof.



Use of local professional services labour and materials 6

12.



(1)



The Joint Venturers shall, for the purposes of this Agreement, as

far as it is reasonable and economically practicable so to do —

(a)



use the services of engineers, surveyors, architects and other

professional consultants resident and available within the

said State;



(b)



use labour available within the said State;



(c)



when preparing specifications calling for tenders and letting

contracts for works materials plant equipment and supplies

ensure that Western Australian suppliers manufacturers and

contractors are given fair and reasonable opportunity to

tender or quote; and



(d)



give proper consideration and where possible preference to

Western Australian suppliers manufacturers and contractors

when letting contracts or placing orders for works, materials

plant, equipment and supplies where price quality delivery

and service are equal to or better than that obtainable

elsewhere.



(2)



The Joint Venturers shall in every contract entered into with a third

party for the supply of services labour works materials plant

equipment and supplies for the purposes of this Agreement require

as a condition thereof that such third party shall undertake the same

obligations as are referred to in subclause (1) of this Clause and

shall report to the Joint Venturers concerning such third party’s

implementation of that condition.



(3)



The Joint Venturers shall submit a report to the Minister at

quarterly intervals or such longer period as the Minister determines

commencing from the date of this Agreement concerning their



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implementation of the provisions of this Clause together with a

copy of any report received by the Joint Venturers pursuant to

subclause (2) of this Clause during that quarter.

Roads — Private roads 6

13.



(1)



The Joint Venturers shall —

(a)



be responsible for the cost of the construction and

maintenance of all private roads which shall be used in their

operations hereunder;



(b)



at their own cost make such provision as shall ensure that all

persons and vehicles (other than those engaged upon the

Joint Venturers’ operations and their invitees and licencees)

are excluded from use of any such private roads; and



(c)



at any place where such private roads are constructed by the

Joint Venturers so as to cross any railways or public roads

provide at their cost such reasonable protection as may be

required by the Commissioner of Main Roads or the

Railways Commission as the case may be.



Public roads — construction 6

(2)



The State shall construct or cause to be constructed by either the

Joint Venturers or others after consultation with the Joint Venturers

within such period of time as the parties shall agree public roads in

accordance with the requirements of the Commissioner of Main

Roads to connect the relevant town and the mining areas with

existing public roads. The cost of such construction shall be borne

by the Joint Venturers subject to the State contributing such

amount as the State considers to be a reasonable proportion

thereof.



Maintenance of public roads 6

(3)



The State shall maintain or cause to be maintained those public

roads under the control of the Commissioner of Main Roads or a

local authority which may be used by the Joint Venturers to a

standard similar to comparable public roads maintained by the

Commissioner of Main Roads or a local authority as the case may

be.



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Upgrading of public roads 6

(4)



In the event that the Joint Venturers’ operations hereunder require

the use of a public road referred to in subclause (3) of this Clause

which is inadequate for the purpose, or result in excessive damage

to or deterioration of any such public road (other than fair wear and

tear) the Joint Venturers shall pay to the State the whole or an

equitable part of the total cost of any upgrading required or of

making good the damage or deterioration as may be reasonably

required by the Commissioner of Main Roads having regard to the

use of such public road by others.



Acquisition of private roads 6

(5)



Where a road constructed by the Joint Venturers for their own use

is subsequently required for public use, the State may, after

consultation with the Joint Venturers and so long as resumption

thereof shall not unduly prejudice or interfere with the operations

of the Joint Venturers under this Agreement, resume and dedicate

such road as a public road. Upon any such resumption the State

shall pay to the Joint Venturers such amount as the State considers

to be reasonable.



Liability 6

(6)



The parties hereto further covenant and agree with each other

that —

(a)



for the purposes of determining whether and if so the extent

to which —

(i)



the Joint Venturers are liable to any person or body

corporate (other than the State); or



(ii)



an action is maintainable by any such person or body

corporate



in respect of the death or injury of any person or damage to

any property arising out of the use of any of the roads for the

maintenance of which the Joint Venturers are responsible

hereunder and for no other purpose the Joint Venturers shall

be deemed to be a municipality and the said roads shall be

deemed to be streets under the care control and management

of the Joint Venturers; and

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(b)



for the purposes of this Clause the terms “municipality”

“street” and “care control and management” shall have the

meaning which they respectively have in the Local

Government Act 1960.



Airport 6

14.



The Joint Venturers shall confer with the Minister with a view to

reaching agreement on any upgrading of existing airport facilities and

services in the Kimberley region that may be necessary for or result from

the Joint Venturers’ operations hereunder.



Mining lease Argyle mining area 6

15.



(1)



On application made by the Joint Venturers, not later than

3 months after all their proposals submitted pursuant to

paragraph (A) of subclause (1) of Clause 7 have been approved or

determined and the Joint Venturers have complied with the

provisions of Clause 6 and subclause (4) of Clause 7, for a mining

lease of the blue area and in respect of which CRAE then holds

mineral claims, the State shall upon the surrender by CRAE of all

such mineral claims cause to be granted to the Joint Venturers at

the rental specified from time to time in the Mining Act 1978 a

mining lease of such land (notwithstanding that the survey in

respect thereof has not been completed but subject to such

corrections to accord with the survey when completed at the Joint

Venturers’ expense) such mining lease to be granted under and,

except as otherwise provided in this Agreement, subject to the

Mining Act 1978 but in the form of the Schedule hereto for all

minerals and subject to such of the conditions of the surrendered

mineral claims as the Minister for Mines determines.



Term and renewal 6

(2)



Subject to the performance by the Joint Venturers of their

obligations under this Agreement and the Mining Act 1978 and

notwithstanding any provisions of the Mining Act 1978 to the

contrary the term of the mining lease shall be for a period of

21 years commencing from the date of receipt of the application

therefor under subclause (1) of this Clause with the right during the

currency of this Agreement to take successive renewals of the said

term each for a further period of 21 years upon the same terms and



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conditions, subject to the sooner determination of the said term

upon cessation or determination of this Agreement, such right to be

exercisable by the Joint Venturers making written application for

any such renewal not later than 1 month before the expiration of

the current term of the mining lease.

Exemption from expenditure conditions 6

(3)



The State shall ensure that during the currency of this Agreement

and subject to compliance with their obligations hereunder the

Joint Venturers shall not be required to comply with the

expenditure conditions imposed by or under the Mining Act 1978

in regard to the mining lease.



Access over mining lease 6

(4)



The Joint Venturers shall at all times permit the State and third

parties with the consent of the State (with or without stock vehicles

and rolling stock) to have access to and to pass over the mining

lease (by separate route, road or railway) so long as that access and

passage does not unduly prejudice or interfere with the operations

of the Joint Venturers under this Agreement and subject at all times

to any law of the State relating to security within any area or areas

on which the Joint Venturers’ operations are carried on.



Surrender of part of mining lease 6

(5)



Notwithstanding the provisions of this Clause and the Mining

Act 1978 the Joint Venturers may from time to time (with

abatement of future rent in respect to the area surrendered but

without any abatement of rent already paid or any rent which has

become due and has been paid in advance) surrender to the State

all or any portion or portions of the mining lease.



Incorporation of additional areas in the mining lease 6

(6)



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Notwithstanding the provisions of the Mining Act 1978 the Joint

Venturers may, once within 5 years from the date of this

Agreement, apply to the Minister for Mines for inclusion in the

mining lease of such part or parts of the red area as the Joint

Venturers nominate and in respect of which CRAE or the Joint

Venturers or any of them then hold mining tenements under the

Mining Act 1904 or mining leases under the Mining Act 1978. The

Minister for Mines may at his election include the whole or any

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part of the land applied for in the mining lease upon the surrender

by the holder of the relevant mining tenements or mining leases

subject to such of the conditions of the surrendered mining

tenements and mining leases as the Minister for Mines determines

but otherwise subject to the same terms covenants and conditions

as apply to the mining lease (with such apportionment of rents as is

necessary), notwithstanding that the survey of such additional land

has not been completed (but subject to correction to accord with

the survey when completed at the Joint Venturers’ expense).

Mineral claims in the Argyle mining area — blue area 6

16.



(1)



Notwithstanding the provisions of the Mining Act 1978 any

mineral claims in respect of the blue area held by CRAE on the

commencement date shall subject to the provisions of

subclauses (4) and (5) of this Clause be held under the provisions

of the Mining Act 1904 for a period of 2 years (or until such earlier

time as such mineral claims are surrendered for the purposes of

subclause (1) of Clause 15 or such longer period as may be

obtained pursuant to subclause (2) of this Clause) from the

commencement date and shall then expire.



(2)



The Minister shall at the request of the Joint Venturers extend the

period referred to in subclause (1) of this Clause by additional

periods each of 1 year but such extensions shall not exceed in total

3 years.



Red area 6

(3)



Notwithstanding the provisions of the Mining Act 1978 any mining

tenements in respect of the red area held by CRAE on the

commencement date or subsequently granted to CRAE or to the

Joint Venturers or any of them under the Mining Act 1904, shall

subject to the provisions of subclauses (4) and (5) of this Clause be

held under the provisions of the Mining Act 1904 for a period

ending 5 years (or such earlier time as such mining tenements are

surrendered for the purposes of subclause (6) of Clause 15 or

otherwise) from the commencement date and shall them expire.



Exemption from labour conditions and other conditions of work 6

(4)



The mining tenements referred to in subclauses (1) and (3) of this

Clause shall be exempt from the labour conditions and other



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conditions of work imposed by or under the Mining Act 1904

subject to compliance by the holder thereof with its other

obligations thereunder.

Rent 6

(5)



The rent payable in respect of the mining tenements referred to in

subclauses (1) and (3) of this Clause shall as from 1st January,

1984 be at the rate applicable to a mining lease from time to time

pursuant to the Mining Act 1978.



Mining leases in the Argyle mining area — red area 6

(6)



Any mining leases under the Mining Act 1978 in respect of the red

area held by CRAE at the commencement date or subsequently

granted to CRAE or to the Joint Venturers or any of then shall,

subject to compliance with the obligations thereunder, remain in

force for a period of 5 years (or such earlier time as such mining

leases are surrendered for the purposes of subclause (6) of

Clause 15 or otherwise) from the commencement date and shall

then expire.



Exemption from expenditure conditions 6

(7)



During such time as the mining leases referred to in subclause (6)

of this Clause remain in force and subject to compliance with the

other obligations thereunder the holder shall not be required to

comply with the expenditure conditions imposed by or under the

Mining Act 1978.



Continuation of Temporary Reserves and rights of occupancy 6

17.



(1)



Subject to the provisions of this Clause and notwithstanding the

provisions of the Mining Act 1904 or the Mining Act 1978

Temporary Reserves numbered 7216H 7217H 7311H and 7323H

as they exist immediately after the commencement date and the

rights of occupancy held by CRAE in respect thereto shall, subject

to compliance by CRAE with the terms thereof (other than the

requirement of relinquishment), continue for a period of 5 years

from the commencement date and then be cancelled.



(2)



Notwithstanding the provisions of subclause (1) of this Clause the

Minister may from time to time cancel such portions of the said

Temporary Reserves and the rights of occupancy as may be



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included in any mining tenement granted pursuant to the Mining

Act 1904 or the Mining Act 1978.

Mining lease Ellendale mining area 6

18.



On application made by the Joint Venturers, not later than 3 months after

all their proposals submitted pursuant to Clause 9 have been approved or

determined for a mining lease of such part or parts of the Ellendale

mining area as the Joint Venturers nominate and in respect of which

CRAE or the Joint Venturers or any of them then holds mineral claims,

the State shall upon the surrender of all such mineral claims cause to he

granted to the Joint Venturers a mining lease of such land on the same

terms covenants and conditions mutatis mutandis that apply to the mining

lease granted pursuant to Clause 15 but excluding the provisions of

subclause (6) of that Clause.



Mineral claims in the Ellendale mining area 6

19.



(1)



Notwithstanding the provisions of the Mining Act 1978 any

mineral claims in respect of the Ellendale mining area held by

CRAE or the Joint Venturers or any of them at the date of this

Agreement or subsequently granted to CRAE or the Joint

Venturers or any of them subject to the provisions of this Clause,

shall be held under the provisions of the Mining Act 1904 for a

period of 10 years (or such earlier time as such mineral claims are

surrendered for the purposes of Clause 18 or otherwise) from the

commencement date and shall then expire.



Exemption from labour conditions and programme of work 6

(2)



The State shall ensure that subject to the holder undertaking

annually a programme of work in respect of such mineral claims

which shall first be approved by the Minister after consultation

with the Minister for Mines, such holder shall not be required to

comply with the labour conditions imposed by the Mining Act 1904

in respect of such mineral claims.



Rent 6

(3)



The rent payable in respect of mineral claims held by CRAE or the

Joint Venturers or any of them in the Ellendale mining area shall as

from 1st January, 1984 be at the rate applicable to a mining lease

from time to time pursuant to the Mining Act 1978.



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Right to remove stone, sand, clay and gravel 6

20.



The Joint Venturers may for the purposes of this Agreement and without

payment of royalty, remove stone sand clay or gravel from the mining

leases or from any other mining tenement held from time to time by

CRAE or the Joint Venturers or any of them in the Argyle mining area or

the Ellendale mining area under the Mining Act 1904 or the Mining

Act 1978.



Electricity — Argyle 6

21.



(1)



page 52



(a)



For the purposes of the provision of electricity to the Argyle

mining area and the relevant town to be constructed for the

Joint Venturers’ operations at the Argyle mining area, the

Joint Venturers shall undertake studies with the State Energy

Commission with a view to the establishment, on terms and

conditions to be agreed between the State Energy

Commission and the Joint Venturers, of hydro electric

generation works on the Ord River and distribution works to

supply inter alia the Argyle mining area and the relevant

town at the Argyle mining area.



(b)



Subject to paragraph (d) of this subclause, the Joint

Venturers shall following completion of the studies referred

to in paragraph (a) of this subclause enter into an agreement

with the State Energy Commission for the purchase by the

Joint Venturers of electricity required for the Argyle mining

area and the relevant town at the Argyle mining area from

the hydro electric generation works referred to in

paragraph (a) of this subclause.



(c)



The Joint Venturers in accordance with their approved

proposals hereunder may, pending agreement being reached

with the State Energy Commission pursuant to

paragraphs (a) and (b) of this subclause and the

commencement of the supply of electricity from the said

hydro electric generation works, install and operate

equipment to generate electricity for the Argyle mining area

and the relevant town at the Argyle mining area and the

provisions of paragraphs (a) (b) and (c) of subclause (3) of

this Clause shall apply to any such installation and

operation.

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(d)



In the event of the Joint Venturers demonstrating to the

satisfaction of the Minister that the terms of the proposed

agreements between the State Energy Commission and the

Joint Venturers for the establishment of the said generation

and distribution works and the supply of electricity to the

Joint Venturers pursuant to paragraphs (a) and (b) of this

subclause would result in an overall cost to the Joint

Venturers which would be greater than the overall cost

(including capital and operating costs) of supplying

electricity to the Argyle mining area and the relevant town at

the Argyle mining area from a power station constructed by

the Joint Venturers at the Argyle mining area, the provisions

of subclauses (3) (4) (5) (6) (7) (8) and (9) of this Clause

shall apply to the supply of such electricity to the Argyle

mining area and the relevant town at the Argyle mining area.



Ellendale 6

(2)



(a)



For the purposes of the provision of electricity to the

Ellendale mining area and the relevant town constructed for

the Joint Venturers’ operations at the Ellendale mining area

and for the purposes of facilitating integration of electricity

generation and transmission facilities in the Ellendale

mining area the Joint Venturers shall purchase electricity if

available from the State Energy Commission, or, negotiate

with the State Energy Commission for the payment by the

Joint Venturers of an equitable contribution towards the

augmentation of the facilities of the State Energy

Commission to enable it to supply electricity to the Joint

Venturers. Electricity supplied to the Joint Venturers

pursuant to this subclause shall be at rates to be agreed

between the State Energy Commission and the Joint

Venturers from time to time.



(b)



In the event of the Joint Venturers demonstrating to the

satisfaction of the Minister that the provisions of

paragraph (a) of this subclause would be unduly prejudicial

to their operations, the provisions of subclauses (3) (4) (5)

(6) (7) and (8) of this Clause shall apply to the supply of

electricity to the Ellendale mining area and the relevant

town.



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(3)



Subject to subclauses (1) and (2) of this Clause the Joint Venturers

may —

(a)



in accordance with their approved proposals hereunder and

subject to the provisions of the Electricity Act 1945 and the

approval and requirements of the State Energy Commission,

install and operate without cost to the State, at an appropriate

location equipment to generate electricity of sufficient

capacity for their operations hereunder;



(b)



transmit power within the mining areas and from the mining

areas to the relevant town or elsewhere subject to the

provisions of the Electricity Act 1945 and the approval and

requirements of the State Energy Commission; and



(c)



subject to the provisions of the Electricity Act 1945 and the

requirements of the State Energy Commission sell power

transmitted pursuant to paragraph (b) of this subclause to

third parties within the mining areas and to third parties

elsewhere.



(4)



In the event that the Joint Venturers are unable to procure

easements or other rights over land required for the purposes of

subclause (3) of this Clause on reasonable terms the State shall

assist the Joint Venturers to such extent as may be reasonably

necessary to enable them to procure the said easements or other

rights over land.



(5)



Should the Joint Venturers’ relevant approved proposal provide for

the State Energy Commission to reticulate electricity to houses

occupied by the Joint Venturers’ workforce and by any other

persons connected directly with the Joint Venturers’ operations

whether employees or not and to commercial establishments

directly connected with such operations, the Joint Venturers shall

sell to the State Energy Commission in bulk electricity in sufficient

quantities to meet the needs of such workforce persons and

establishments on terms and conditions to be negotiated between

the State Energy Commission and the Joint Venturers.



(6)



If the State Energy Commission desires to purchase power for its

own use and the Joint Venturers have the ability to supply such

power, the Joint Venturers shall use their best endeavours to supply

on terms and conditions to be negotiated between the State Energy



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Commission and the Joint Venturers, and the Joint Venturers shall

in that event be empowered to supply such power.

Acquisition of facilities 6

(7)



Notwithstanding the provisions of the State Energy Commission

Act the State may at any time give to the Joint Venturers

12 months’ notice of its intention to acquire and may thereafter

acquire the Joint Venturers’ electricity facilities or any part thereof

up to the first point of voltage breakdown or such other appropriate

point as may be agreed, at a price to be agreed between the parties

and the Joint Venturers shall take all such steps as may be

necessary to effect the acquisitions. The State undertakes that in

such event the Joint Venturers shall for their purposes hereunder

have first call on the power generated and transmitted by such

electricity facilities so acquired at levels of supply from time to

time agreed between the State and the Joint Venturers and the State

undertakes subject only to its inability to supply power for any of

the reasons set forth in Clause 39 to supply the Joint Venturers

with power for their purposes hereunder at the said levels of supply

and that in the event of such inability to supply power occurring

the State shall take all possible steps to restore such supply

regardless of the time or day when such inability arises.



Charges for electricity 6

(8)



In the event of the State acquiring the Joint Venturers’ electricity

facilities the Joint Venturers shall pay to the State Energy

Commission the cost of all electricity supplied to the Joint

Venturers by the State Energy Commission at rates to be agreed

between the State Energy Commission and the Joint Venturers

from time to time. Should the Joint Venturers desire to expand

their operations hereunder and for that purpose require power

beyond the level agreed pursuant to subclause (7) of this Clause the

Joint Venturers shall give to the State 1 years notice of their

additional power requirements and the State shall thereupon cause

the State Energy Commission to negotiate with the Joint Venturers

the terms and conditions under which the additional generating

capacity required to meet the needs of such expansion is to be

provided.



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Alternative power — Argyle 6

(9)



Notwithstanding that the Joint Venturers have installed equipment

to generate electricity at the Argyle mining area pursuant to the

provisions of subclause (3) of this Clause the Joint Venturers may

during the continuance of this Agreement enter into negotiations

with the State Energy Commission with a view to obtaining further

or alternative electricity for the Argyle mining area and the

relevant town from hydro electric generation works on the Ord

River.



Water — Argyle 6

22.



(1)



The State and the Joint Venturers shall agree upon the amount of

the Joint Venturers’ annual and maximum daily water requirements

for their purposes hereunder at the Argyle mining area and the

relevant town constructed for the Joint Venturers’ operations at the

Argyle mining area (which amount or such other amounts as shall

from time to time be agreed between the parties to be reasonable

are hereinafter called “the Argyle water requirements”).



Lake Argyle 6

(2)



The Joint Venturers may, subject to the relevant approved proposal

and their entering into an agreement with the State or a statutory

body designated by the State with respect to the construction

operation and maintenance of facilities to take water from Lake

Argyle and supply it to the Argyle mining area obtain subject to

that agreement all or part of the Argyle water requirements from

Lake Argyle.



Search in Argyle mining area 6

(3)



page 56



The Joint Venturers may at their cost and in collaboration with the

State continue to search for underground water within the Argyle

mining area. Where appropriate the Joint Venturers shall employ

and retain experienced groundwater consultants. The Joint

Venturers shall furnish to the Minister details of the results of their

investigations and copies of the reports of such consultants as they

become available.



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Grant of licence 6

(4)



If the investigations referred to in subclause (3) of this Clause

prove to the satisfaction of the Minister the availability of any

suitable underground water source in the Argyle mining area which

can continue to be drawn on by the Joint Venturers without

seriously affecting the water level in that water source beneath the

Argyle mining area or adjacent areas the State shall on the request

of the Joint Venturers grant to the Joint Venturers a licence to

develop and draw from that source, at the Joint Venturers’ cost but

without fee, so much of the Argyle water requirements as shall be

agreed between the parties on such terms and conditions as are

necessary to ensure good water resource management as the

Minister may from time to time require and during the continuance

of this Agreement grant renewals of any such licence PROVIDED

HOWEVER that should that source prove hydrologically

inadequate to meet the agreed amount of Argyle water

requirements, the State may on at least 6 months prior notice to the

Joint Venturers (or on at least 48 hours prior notice if in the

opinion of the Minister an emergency situation exists) limit the

amount of water which may be taken from that source at any one

time or from time to time to the maximum which that source is

hydrologically capable of meeting as aforesaid.



Alternative water source 6

(5)



Should the State at any time pursuant to the proviso to

subclause (4) of this Clause limit the amount of water to be taken

from any underground water source or if otherwise the Argyle

water requirements cannot be met from any water source on a

continuous basis the State shall with all reasonable expedition and

in conjunction with and upon the request of the Joint Venturers

search for new or additional water sources with a view to restoring

or ensuring the full quantity of the Argyle water requirements. The

Joint Venturers shall pay to the State a fair and reasonable

proportion of the cost of investigating and developing such new

and additional water sources as agreed between the Joint Venturers

and the State.



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Development of water sources 6

(6)



The Joint Venturers shall provide at their cost or with finance

arranged by them and construct to standards and in accordance

with designs approved by the State and operate and maintain in

accordance with the relevant approved proposals all necessary

bores, valves, pipelines, meters, tanks, equipment and

appurtenances necessary to draw transport use and dispose of water

obtained by the Joint Venturers pursuant to this Clause.



State’s acquisition of water facilities 6

(7)



If during the currency of this Agreement the Minister is of the

opinion that it would be desirable for water conservation purposes

or water management purposes that sources of water utilised by the

Joint Venturers be controlled and operated by the State as part of a

regional water supply scheme, the Minister may, on giving

6 months prior notice to the Joint Venturers of his intention to do

so, acquire the Joint Venturers’ water supply facilities for a

monetary consideration to be determined by the Minister.

Immediately thereafter the State shall, subject only to the continued

hydrological availability of water from such sources commence

and thereafter continue to supply water up to an amount and at a

rate required by the Joint Venturers being the amount and rate to

which the Joint Venturers were previously entitled and the proviso

to subclause (4) of this Clause and the provisions of subclause (5)

of this Clause shall in like manner apply to this subclause.



Enlarged water capacity 6

(8)



page 58



The State, after first having due regard to the Argyle water

requirements and to the hydrological adequacy of existing water

sources, may in its discretion develop all or any of the surface

and/or underground water resources referred to in this Clause or

construct any works in connection therewith to a greater capacity

than that required to supply the Argyle water requirements but in

that event the Joint Venturers shall pay to the State a share of the

cost of the system as so enlarged as may be agreed between the

parties to be fair in all the circumstances.



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Third party use 6

(9)



The State may after first having due regard to the Argyle water

requirements and to the hydrological adequacy of the applicable

water source, upon not less than 3 months prior notice to the Joint

Venturers specifying the identity of the third party including where

applicable the State and the estimated maximum daily and total

quantity of water to be drawn by that third party and the period

over which such drawing is to occur, grant to a third party rights to

draw water or itself draw water from that source PROVIDED

HOWEVER that —

(a)



where the Joint Venturers have paid (in whole or in part) any

moneys in respect of the investigation development and

utilisation of that water source the State shall require as a

condition of the grant that where the third party is or will be

a substantial drawer of water from that water source within

5 years of the commencement date the third party (but not

the State) shall reimburse to the Joint Venturers prior to the

third party exercising its rights to draw water, such

proportion of those moneys as the Minister determines is fair

and reasonable; and



(b)



where the Joint Venturers draw water from that water source

the State shall ensure that it is a condition of the grant to

third parties that in the event that the capacity of that water

source is reduced, such reduction shall be first applied to the

third parties and thereafter if further reduction is necessary

the State’s and the Joint Venturers’ requirements shall be

reduced in such proportion as may be agreed.



Payment for water 6

(10) The Joint Venturers shall pay to the State for water supplied by the

State pursuant to subclauses (2) and (7) of this Clause a fair price

to be agreed between the parties hereto having regard to the actual

cost of establishing operating and maintaining the supply and

provision for replacement of the water supply facilities.

Notwithstanding the foregoing provisions of this subclause in

respect of water supplied by the State to the Joint Venturers as

aforesaid for domestic purposes the Joint Venturers shall pay to the

State therefor charges as levied from time to time pursuant to the

provisions of the Country Areas Water Supply Act 1947.

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Design of plant 6

(11) The Joint Venturers shall to the extent that it is practical and

economical design construct and operate all plant required under

this Clause so as to ensure the most efficient use of the available

water resources including if required by the Minister the use of

brackish or saline water.

State to restrict adverse grants 6

(12) The State shall ensure that no rights to mine minerals petroleum or

other substances are granted over the area of any water source from

which the Joint Venturers are drawing water or from time to time

have the right to draw water hereunder unless the Minister

reasonably determines that such grant is not likely to unduly

prejudice or to interfere with the operations of the Joint Venturers

hereunder and is not likely to render the water source incapable of

supplying the Argyle water requirements on a continuous basis.

Charges for supply of water to third parties 6

(13) The Joint Venturers may supply water to third parties including the

State at a charge to be approved by the Minister after consultation

with the Joint Venturers. The Joint Venturers shall have all the

powers and authorities with respect to such water as are determined

by the Minister which may include all or any of the powers of a

water board under the Water Boards Act 1904 and, with the

consent of the Minister for Local Government, a local authority.

Rights in Water and Irrigation Act 6

(14) Any reference in the foregoing provisions of this Clause to a

licence is a reference to a licence under the Rights in Water and

Irrigation Act 1914 and the provisions of that Act relating to water

rights and licences shall except where inconsistent with the

provisions of this Agreement apply to any water source developed

for the Joint Venturers’ purposes under this Agreement.

Water — Ellendale 6

23.



(1)



page 60



The State and the Joint Venturers shall agree upon the amount of

the Joint Venturers’ annual and maximum daily water requirements

for their purposes hereunder at the Ellendale mining area and the

relevant town constructed for the Joint Venturers’ operations at the

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Ellendale mining area (which amount or such other amounts as

shall from time to time be agreed between the parties to be

reasonable are hereinafter called “the Ellendale water

requirements”).

Search in Ellendale mining area 6

(2)



The Joint Venturers shall at their cost and in collaboration with the

State search for underground water within the Ellendale mining

area. Where appropriate the Joint Venturers shall employ and

retain experienced groundwater consultants. The Joint Venturers

shall furnish to the Minister details of the results of their

investigations and copies of the reports of such consultants as they

become available.



Search outside Ellendale mining area 6

(3)



If in the opinion of the Minister, the details and reports of the

consultants pursuant to subclause (2) of this Clause indicate that

any source of underground water in the Ellendale mining area is

likely to be inadequate or unsuitable to supply the Ellendale water

requirements the parties hereto shall collaborate and agree on a

programme which shall be carried out by the State at the cost of the

Joint Venturers to search for water inside and outside the Ellendale

mining area.



Grant of licence 6

(4)



If the investigations referred to in subclauses (2) and (3) of this

Clause prove to the satisfaction of the Minister the availability of

any suitable underground water source in or near the Ellendale

mining area which can continue to be drawn on by the Joint

Venturers without seriously affecting the water level in that water

source beneath the Ellendale mining area or adjacent areas or the

availability of water in the adjacent areas the State shall grant to

the Joint Venturers a licence to develop and draw from that source

at the Joint Venturers’ cost but without fee, the Ellendale water

requirements on such terms and conditions as are necessary to

ensure good water resource management as the Minister may from

time to time require and during the continuance of this Agreement

grant renewals of any such licence PROVIDED HOWEVER that

should that source prove hydrologically inadequate to meet the

Ellendale water requirements, the State may on at least 6 months



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prior notice to the Joint Venturers (or on at least 48 hours prior

notice if in the opinion of the Minister an emergency situation

exists) limit the amount of water which may be taken from that

source at any one time or from time to time to the maximum which

that source is hydrologically capable of meeting as aforesaid.

Investigation of surface water 6

(5)



In the event of water supplies from available underground sources

proving insufficient to meet the Ellendale water requirements the

Joint Venturers shall notwithstanding the provisions of

subclause (4) of this Clause collaborate with the State in an

investigation of surface water, water catchments and storage dams.

The Joint Venturers shall if they propose to utilise such surface

water, water catchments and storage dams pay to the State a sum or

sums to be agreed towards the cost of such investigation and

towards the cost of constructing any water storage dam or dams

and reticulation facilities required.



(6)



The provisions of Clause 22 subclauses (5) to (14) inclusive (but

with the deletion in subclause (10) of “subclauses (2) and (7) of

this Clause” and the substitution therefor of “subclause (5) of

Clause 23 and subclause (7) of this Clause”) shall mutatis mutandis

apply to the Ellendale mining area and the Ellendale water

requirements.



Lands 6

24.



(1)



page 62



For the purposes of the Joint Venturers’ operations and associated

works at the relevant town the State shall grant to the Joint

Venturers for residential agricultural professional business

commercial and industrial purposes and the provision of communal

or other facilities at the relevant townsite a special lease or special

leases under the provisions of the Land Act or occupancy rights on

terms and conditions to be determined by the Minister for Lands of

the said State for an area or areas of land in the relevant townsite in

accordance with the Joint Venturers’ proposals as finally approved.

Such lease or leases or occupancy rights as the case may be shall

be for a term not exceeding 21 years from the date of such grant

and shall be at reasonable rentals subject to periodic review. The

Joint Venturers may at any time during the currency of such lease

or leases or occupancy rights purchase the fee simple of any

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relevant townsite lot on which buildings or structures of a type and

to a value to be approved by the Minister have been erected and at

such reasonable price and on and subject to such terms and

conditions not inconsistent with this Agreement as the Minister for

Lands considers applicable in the circumstances and including a

right for the State notwithstanding the provisions of Clause 36 at

any time and from time to time to exclude from such lease or

leases or occupancy rights or to resume without compensation any

part or parts of such land on which no building or structure or any

substantial improvements have been erected as the State may

require for public purposes.

(2)



The State shall in accordance with the Joint Venturers’ approved

proposals grant to the Joint Venturers, or arrange to have the

appropriate authority or other interested instrumentality of the State

grant, for such periods and on such terms and conditions (including

rental and renewal rights) as shall be reasonable having regard to

the requirements of the Joint Venturers, leases and where

applicable licences easements and rights of way for all or any of

the purposes of the Joint Venturers’ operations hereunder including

any of the following namely — private roads, tailing areas, water

pipelines, pumping installations and reservoirs, airstrip, power

transmission lines and plant site areas and borrow pits for sand

gravel and aggregate.



Modification of Land Act 6

(3)



For the purpose of this Agreement in respect of any land sold or

leased to the Joint Venturers by the State the Land Act shall be

deemed to be modified by —

(a)



the substitution for subsection (2) of section 45A of the

following subsection —

“(2) Upon the Governor signifying approval pursuant to

subsection (1) of this section in respect of any such

land the same may subject to this section be sold or

leased.”;



(b)



the deletion of the proviso to section 116;



(c)



the deletion of section 135;



(d)



the deletion of section 143;



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(e)



the inclusion of a power to grant occupancy rights over land

on such terms and conditions as the Minister for Lands may

determine;



(f)



the inclusion of a power to offer for sale or leasing land

within or in the vicinity of the relevant townsite

notwithstanding that the relevant townsite has not been

constituted a townsite under section 10; and



(g)



the inclusion of a power to offer for sale or grant leases or

licences for terms or periods and on such terms and

conditions (including renewal rights) and in forms consistent

with the provisions of this Agreement in lieu of the terms or

periods, the terms and conditions and the forms referred to in

the Land Act;



The provisions of this subclause shall not operate so as to prejudice

the rights of the State to determine any lease licence or other right

or title in accordance with the other provisions of this Agreement.

Sale of Land Act 6

(4)



Notwithstanding the provisions of the Sale of Land Act 1970, the

Joint Venturers shall, subject to the prior consent of the Minister,

have the right during the currency of any lease or leases or

occupancy rights granted to them under subclause (1) of this

Clause to enter into an agreement to sell any lot the subject of such

lease or leases or occupancy rights on condition that the purchaser

erects on such lot within 2 years from the date of such agreement,

buildings or structures of a type and to a value to be approved by

the Minister.



Townsite and town development 6

25.



(1)



(a)



Should the approved proposals provide for the establishment

of a new town or new towns the Joint Venturers shall at their

cost or with finance arranged by them and in accordance

with the approved proposals —

(i)



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Provide at the relevant townsite such housing

accommodation services and works (including

sewerage reticulation and treatment works water

supply works and drainage works and also social

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cultural and civic facilities) as may be necessary in

order to provide for the needs of persons (and the

dependants of those persons) connected directly with

the Joint Venturers operations under this Agreement,

whether or not such persons are employed by the Joint

Venturers;



As at 18 Mar 2011



(ii)



provide at the relevant townsite all necessary public

roads and buildings required for educational, hospital,

medical, police, recreation, fire and other services;



(iii)



provide all equipment required for the operation and

proper functioning of the services and works referred

to in subparagraphs (i) and (ii) of this paragraph;



(iv)



service maintain and where necessary repair and

renovate the housing accommodation services and

works mentioned in subparagraphs (i) and (ii) of this

paragraph;



(v)



(subject to and in accordance with by-laws from time

to time to be made and altered by the Joint Venturers

which include provisions for fair and reasonable

prices rentals or charges or if no such by-laws are

made or in force then at such prices rentals or charges

and upon and subject to such terms and conditions as

are fair and reasonable) ensure that the said housing

accommodation services and works are at all times

readily available to persons requiring the same being

employees licencees or agents of the Joint Venturers

or persons engaged in providing a legitimate and

normal service to or for the Joint Venturers or their

employees licencees or agents including the

dependants of such persons; and



(vi)



ensure that the roads buildings and other works

mentioned in subparagraph (ii) of this paragraph and

the equipment mentioned in subparagraph (iii) of this

paragraph are readily available free of charge to the

State.



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Limitation on Joint Venturers’ obligations 6

(b)



Nothing contained in paragraph (a) of this subclause shall be

construed as placing on the Joint Venturers an obligation to

provide and pay for personnel required to operate the

educational hospital medical or police services (except as

provided in Clause 31) mentioned in that paragraph.



Equipment 6

(2)



The Joint Venturers shall at their cost or with finance arranged by

them equip all the buildings mentioned in paragraph (a) of

subclause (1) of this Clause to the extent and of a standard at least

equal to that normally adopted by the State in similar types of

buildings used for similar purposes in comparable townsites.



Staff housing 6

(3)



The Joint Venturers shall at their cost or with finance arranged by

them provide adequate housing accommodation for married and

single staff directly connected with the educational hospital

medical and police services mentioned in subparagraphs (i) and (ii)

of paragraph (a) of subclause (1) of this Clause.



Existing towns 6

(4)



page 66



If the approved proposals provide for the assimilation into any

existing town of the whole or part of the Joint Venturers’

workforce (including their dependants) and any other persons

(including their dependants) connected directly with the Joint

Venturers’ operations (whether employees of the Joint Venturers or

not) whereby the normal population of such existing town is

significantly increased then the Joint Venturers to the extent

necessary to provide for the needs of the said increase in

population of such existing town shall bear the cost of the

provision at that existing town of the matters mentioned in

subparagraphs (i) (ii) and (iii) of paragraph (a) of subclause (1) of

this Clause. The said additional housing services works and

equipment may be provided by the State, or, after consultation by

the Minister with the Joint Venturers, by another party under an

agreement with the State and in either case shall be to the extent

and of a standard at least equal to that normally adopted by the

State in similar types of buildings used for similar purposes in

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comparable towns. The Joint Venturers shall pay to the State or

such other party such proportion of the cost of such additional

housing services works and equipment as is fair and reasonable

having regard to the extent of the said increase in the population of

such existing town.

State services 6

(5)



Should the approved proposals place an obligation on the State to

provide for any of the matters mentioned in subparagraphs (i) (ii)

and (iii) of paragraph (a) of subclause (1) of this Clause or require

the State to procure and accept the responsibility of the provision

of any services and facilities the State shall provide or procure the

provision of the same but (unless the approved proposals otherwise

provide) subject to the following conditions namely —

(a)



that the State is satisfied that the need to provide such

services and facilities results from or is reasonably attributed

to the Joint Venturers’ operations under this Agreement; and



(b)



the Joint Venturers agree to bear the capital cost involved

and thereafter to pay reasonable charges for the maintenance

and operation of the said services or facilities other than the

operation charges in respect of education hospital medical

and police services.



By-laws 6

(6)



Unless and until the relevant townsite is declared a townsite

pursuant to section 10 of the Land Act or otherwise with the

consent of the Minister, the Governor in Executive Council may

upon the recommendation of the Joint Venturers make alter and

repeal by-laws for the purpose of enabling the Joint Venturers to

fulfil their obligations under this Clause upon terms and subject to

conditions (including terms and conditions as to user charging and

limitation of the liability of the Joint Venturers) consistent with the

provisions hereof. If at any time it appears that any by-law made

hereunder has as a result of altered circumstances become

unreasonable or inapplicable then the Joint Venturers shall

recommend to the Governor that he makes such alteration or repeal

thereof as the State may reasonably require or (in the event of there

being any dispute as to the reasonableness of such requirement) as

may be decided by arbitration as herein provided.



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Transitional arrangements — Town 6

26.



The Minister may in lieu of requiring the Joint Venturers to comply with

all of the provisions of Clause 25 for the establishment of a new town or

towns, or for the assimilation into any existing town, permit the Joint

Venturers to enter into such transitional arrangements as he may approve,

provided that such arrangements continue only until such time as the

quantity of kimberlite ore from the Argyle mining area treated for the

recovery of diamonds exceeds 3 million tonnes in any calendar year, or

31st December, 1987, whichever occurs first.



Sewerage facilities 6

27.



(1)



The Joint Venturers shall unless the Minister otherwise determines

and subject to such conditions as the Minister may from time to

time approve at their cost or with finance arranged by them

construct or cause to be constructed and operate sewerage facilities

at the relevant town and charge for such services. The Joint

Venturers shall have all such powers and authorities with respect to

such facilities as are determined by the Minister which may

include, with the consent of the Minister for Local Government, all

or any of the powers of a local authority.



(2)



If at any time the Minister is of the opinion that it would be

desirable that the sewerage facilities operated by the Joint

Venturers under subclause (1) of this Clause be controlled and

operated by the State, the Minister may (after first affording the

Joint Venturers a reasonable opportunity to consult with him) on

giving 6 months prior notice to the Joint Venturers of his intention,

acquire the Joint Venturers’ sewerage facilities for a monetary

consideration to be determined by the Minister.

Thereafter in respect of sewerage facilities operated by or on behalf

of the State within the relevant town, rates and charges as levied

from time to time pursuant to the provisions of the Country Towns

Sewerage Act 1948 shall apply.



Appointment of Administrator 6

28.



The State may after consultation with the Joint Venturers appoint an

administrator to administer (at the cost of the Joint Venturers) any new

relevant town established by the Joint Venturers for the purposes of this

Agreement and in so doing to exercise all or any of the functions and



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powers of a local authority under the Local Government Act 1960 until

such time as agreement may be reached between the Joint Venturers, the

State and the relevant local authority as to the transfer of those functions

and powers to the relevant local authority.

Royalties — Diamonds 6

29.



(1)



For the purpose of this Clause —

(a)



“above zero profit” means in relation to a year the amount (if

any) by which the sales value for that year exceeds the

allowable deductions for that year;

“allowable deductions” means —



As at 18 Mar 2011



(i)



operating costs properly incurred by the Joint

Venturers (but excluding those cost provisions not

allowed under the Income Tax Assessment Act 1936)

and directly attributable to the mining, recovery and

sorting of rough diamonds from the areas the subject

of this Agreement and such other costs as the Joint

Venturers demonstrate to the reasonable satisfaction

of the Minister are reasonably and necessarily

incurred by the Joint Venturers in connection with the

mining, recovery and sorting of rough diamonds from

the areas the subject of this Agreement;



(ii)



such apportionment of costs as are reasonably

attributable to or reasonably and necessarily incurred

by the Joint Venturers but which are not wholly

incurred in connection with or applicable to the

mining, recovery, sorting and marketing of rough

diamonds from the areas the subject of this Agreement

as the Minister may approve;



(iii)



direct marketing and selling expenses properly

incurred by the Joint Venturers in connection with and

prior to the sale of sorted rough diamonds from the

areas the subject of this Agreement and such other

expenses which the Joint Venturers demonstrate to the

reasonable satisfaction of the Minister are reasonable

and necessary in connection with the sale of sorted



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rough diamonds from the areas the subject of this

Agreement;

(iv)



transport and insurance costs relating to rough

diamonds from the areas the subject of this Agreement

properly incurred by the Joint Venturers prior to the

sale, transfer, disposal or processing thereof;



(v)



expenditure on exploration for diamonds within the

areas the subject of this Agreement reasonably

incurred by the Joint Venturers after the 31st

December, 1981;



(vi)



the value of unsold sorted rough diamonds from the

areas the subject of this Agreement which the Joint

Venturers had on hand at the beginning of a year less

the value of unsold sorted rough diamonds from the

areas the subject of this Agreement which the Joint

Venturers have on hand at the end of that year. For

the purpose of this paragraph (vi) the value of the

diamonds to be taken into account shall be deemed to

be the direct cost of production (excluding

depreciation, overheads, interest and financing costs)

thereof;



(vii) depreciation of allowable capital expenditure;

(viii) expenditure which the Joint Venturers demonstrate to

the reasonable satisfaction of the Minister was

reasonably incurred by the Joint Venturers or any of

them (or any corporation related within the meaning

of that term as used in subsection (5) of section 6 of

the Companies Act 1961 to one or more of the Joint

Venturers) prior to 1st January, 1982 in the

exploration for and evaluation of diamonds in the

Kimberley region amortised on the basis and over the

period hereinafter provided for the calculation of

depreciation of allowable capital expenditure;

(ix)



page 70



actual interest costs and borrowing expenses incurred

by the Joint Venturers on borrowings, not exceeding

in amount 80% of the total investment proposed by

the Joint Venturers to be incurred in their activities

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hereunder prior to 31st December, 1986, the

repayment provisions of which are approved by the

Minister and thereafter actual interest costs and

borrowing expenses incurred by the Joint Venturers

on such borrowings as the Minister (on the basis of

proposals submitted by the Joint Venturers with

respect to the financing of their operations under this

Agreement and repayment of loans) may allow for the

purposes of this paragraph (ix)

but does not include —

(I)



royalties except where payable pursuant to an Act of

the State (other than the Act to ratify this Agreement);



(II)



taxes on or affecting income or profits; and



(III) any investment allowance permitted under the Income

Tax Assessment Act 1936;

“allowable f.o.b. revenue costs” means the following costs

directly incurred in connection with the sale transfer or

disposal of sorted rough diamonds from the areas the subject

of this Agreement to the extent that they are reasonably and

necessarily incurred and paid by the Joint Venturers —

(i)



insurance and freight ex Perth;



(ii)



selling and marketing expenses;



(iii)



such other costs and charges as the Minister may in

his discretion consider reasonable in respect of any

shipment or sale;



“allowable capital expenditure” means expenditure of a

capital nature properly incurred by the Joint Venturers

being —



As at 18 Mar 2011



(i)



expenditure on plant and equipment owned by the

Joint Venturers and used by them for diamond mining

and recovery within the mining areas the subject of

this Agreement;



(ii)



expenditure on buildings plant and equipment owned

by the Joint Venturers and used by then for sorting

rough diamonds in the said State;

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(iii)



expenditure on site preparation, mine development

and buildings and other improvements located within

the areas the subject of this Agreement;



(iv)



expenditure on housing, educational, hospital,

medical, police, recreation, fire and other services

pursuant to the relevant approved proposal for

employees and associated workforce, which facilities

and services are located within the Kimberley region;



(v)



expenditure in providing, or contributing to the cost of

providing, water, electricity, sewerage, radio and

telephone communications, roads and airstrips

pursuant to the relevant approved proposals and used

for the diamond mining and recovery and associated

relevant townsite operations of the Joint Venturers;



(vi)



such other capital expenditure as the Minister may

determine to be reasonable and necessary for the Joint

Venturers’ diamond mining recovery and sorting

operations under this Agreement;



“depreciated value” means the cost to the Joint Venturers of

the assets on which allowable capital expenditure is incurred

less the total amount deducted therefrom by way of

depreciation pursuant to the provisions of paragraph (b) of

this subclause;

“f.o.b. revenue” means in relation to a year the sales value

for that year less the allowable f.o.b. revenue costs for that

year;

“offset amount” means the amount or amounts which the

Joint Venturers may be entitled to offset against future

royalty payments pursuant to subclause (3) of this Clause;

“processing” means all or any of the following activities

carried out in relation to sorted rough diamonds —



page 72



(i)



the physical and chemical treatment of diamonds;



(ii)



the cutting and polishing of diamonds; and



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(iii)



all other processes and treatment of diamonds which

increase their market value



but does not include the sorting of rough diamonds;

“sales value” means —

(i)



the greater of the gross sales revenue from the sale

transfer or disposal by the Joint Venturers of sorted

rough diamonds on an arms length basis or the fair

and reasonable market value on an arms length basis

of sorted rough diamonds sold transferred or disposed

of by the Joint Venturers as determined by the

Minister after consultation with the Joint Venturers;

and



(ii)



in respect of sorted rough diamonds processed by the

Joint Venturers the fair and reasonable market value

prior to processing as determined by the Minister

(having regard to any current sales on an arms length

basis by the Joint Venturers of comparable categories

of sorted rough diamonds and where sorted rough

diamonds are processed in the said State by the Joint

Venturers, having regard to the allowable f.o.b.

revenue costs) after consultation with the Joint

Venturers; and



“year” means the period from the commencement date to the

31st December, 1981 and thereafter a calendar year

beginning on the 1st day of January;

(b)



depreciation of allowable capital expenditure shall be

calculated as follows —

(i)



As at 18 Mar 2011



where at the end of a year the estimated remaining life

of the mine at which the Joint Venturers are carrying

on diamond mining operations under this Agreement

(or, where there is more than one such mine the

estimated remaining life of the mine with the largest

production) exceeds five years, by applying a rate of

20% to the depreciated value of allowable capital

expenditure; and



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(ii)



where at the end of a year the mine with the largest

production has an estimated life of 5 years or less by

dividing, each year thereafter, the depreciated value of

allowable capital expenditure by the remaining

estimated life of that mine.



For the purposes of this paragraph (b) —

(I)



the total amount of depreciation claimed in respect of

any asset shall not exceed the cost of that asset; and



(II)



the depreciated value of allowable capital expenditure

shall be reduced in respect of any asset sold or

otherwise disposed of by the proceeds of sale or

disposal (if any);



(c)



where in relation to a year the allowable deductions exceed

the sales value a loss shall be deemed to have been incurred

by the Joint Venturers in respect of that year and the amount

of the loss shall be deemed to be the amount by which the

allowable deductions for that year exceed the sales value for

that year. So much of the losses incurred in any one of the

7 years next preceding a particular year as has not been

allowed as a deduction from sales value in any one of those

years shall be allowed as a deduction from sales value in

calculating above zero profit for that year. The ageing of the

balance on losses carried forward shall be determined on a

first in first out basis;



(d)



where the Minister is required to be satisfied as to or to

approve any costs or expenses or the calculation or

apportionment thereof in connection with allowable

deductions or sales value as defined in this Clause, the

Minister shall consult with the Joint Venturers and have

regard to any relevant provisions of the Income Tax

Assessment Act 1936.



Profit based royalty 6

(2)



page 74



The Joint Venturers shall each year during the continuance of this

Agreement pay to the State in respect of diamonds from the areas

the subject of this Agreement (whether produced before or after the

commencement date) royalty at the rate of 22.5% of the above zero

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profit for that year PROVIDED HOWEVER that whenever in

respect of a year the royalty payable at the rate aforesaid is less

than 7.5% of the f.o.b. revenue for that year or there is no above

zero profit the Joint Venturers shall pay to the State in respect of

that year by way of a minimum royalty payment an amount equal

to 7.5% of the f.o.b. revenue for that year.

Royalty offset 6

(3)



(a)



Where a minimum royalty payment has been made by the

Joint Venturers pursuant to the proviso to subclause (2) of

this Clause the Joint Venturers may offset against future

royalties payable, in the manner set forth in

subparagraphs (b) and (c) of this subclause, an amount equal

to the amount by which that minimum royalty payment

exceeds 22.5% of the above zero profit for the year in

respect of which that minimum royalty payment was made

or if there is no above zero profit for that year the amount of

the minimum royalty payment.



(b)



In any year in which three quarters of 22.5% of the above

zero profit for that year is equal to or greater than 7.5% of

the f.o.b. revenue for that year, one quarter of 22.5% of the

above zero profit for that year or such lesser amount as shall

be equal to the offset amount shall be retained by the Joint

Venturers and the amount so retained shall be applied in

reduction or retirement as the case may be of the offset

amount.



(c)



In any year in which 22.5% of the above zero profit for that

year exceeds 7.5% of the f.o.b. revenue for that year and

three quarters of 22.5% of the above zero profit is less than

7.5% of the f.o.b. revenue, the amount by which 22.5% of

the above zero profit for that year exceeds 7.5% of the f.o.b.

revenue for that year or such lesser amount as shall be equal

to the offset amount shall be retained by the Joint Venturers

and the amount so retained shall be applied in reduction or

retirement as the case may be of the offset amount.



Review of method of calculation 6

(4)



(a)



As at 18 Mar 2011



The method of calculation of the profit based royalty

referred to in subclause (2) of this Clause shall during the

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currency of this Agreement be subject to review by the Joint

Venturers and the State in the event that either party gives

notice to the other that in its opinion the method of

calculation is unfair, inequitable or unworkable.

(b)



In the event of any dispute between the parties arising from

any review under paragraph (a) of this subclause the matter

shall be referred to arbitration hereunder.



Quarterly royalty returns 6

(5)



(a)



The Joint Venturers shall during the continuance of this

Agreement within 14 days after the following quarter days

(which quarter days are referred to in this paragraph as

“the due date”) namely the last days of March, June,

September and December in each year (commencing on

31st March, 1982) furnish to the Minister for Mines a return

in a form approved by the Minister for Mines showing the

quantity, value, allowable f.o.b. revenue costs and such other

details (including estimated costs of production and claimed

deductions itemised) as the Minister for Mines may require

of diamonds on which royalty has accrued payable

hereunder during, in respect of the return for the quarter

ending 31st March, 1982, the period from the

commencement date to 31st March, 1982 and thereafter,

during the quarter immediately preceding the due date of the

return and on such return shall state the opening and closing

balance of stocks on hand and estimate the amount of

royalty paid and payable in respect of the diamonds the

subject of the return. The Joint Venturers, if required by the

Minister for Mines, shall consult with him with respect to

such estimates and revise such estimates if required on the

basis of actual quarterly sales. Royalty at the rate aforesaid

shall be payable on the due date and shall be paid by the

Joint Venturers on the amount of the estimate or other

amount agreed between the Joint Venturers and the Minister

for Mines within 45 days of the due date.



Annual royalty returns 6

(b)



page 76



The Joint Venturers shall during the continuance of this

Agreement within 4 months after the 31st December in each



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year (other than 31st December, 1981) (hereinafter called the

annual return date) furnish to the Minister for Mines a

return, audited by registered auditors, showing full details of

all income derived and expenditure and all other details

required to enable the calculation of the royalty payable

thereon and the quantity and value of all diamonds sold

transferred or otherwise disposed of during the year of

return. Returns shall be in a form approved from time to

time by the Minister and shall itemise the basis of

apportionment of any indirect costs that may be approved by

the Minister as allowable deductions. The return for the year

ending 31st December, 1982 shall be in respect of the period

from the commencement date to the 31st December, 1982.

(c)



Where a return furnished pursuant to paragraph (b) of this

subclause shows that the estimated royalty paid in respect of

the period to which the return relates is —

(i)



less than the royalty payable for that period the

difference shall be paid on lodgement of the annual

return;



(ii)



greater than the royalty payable for that period the

amount overpaid may be deducted by the Joint

Venturers from the next quarterly payment.



Royalty on cessation of this Agreement 6

(6)



On the cessation or determination of this Agreement and

notwithstanding any other provision of this Agreement, unless the

Minister otherwise determines, the provisions of this Clause shall

continue to apply until royalty has been paid in accordance with

the provisions of this Clause on all rough diamonds produced by or

on behalf of the Joint Venturers from the areas the subject of this

Agreement.



Inspections 6

(7)



(a)



The Joint Venturers shall permit the Minister for Mines or

his nominee —

(i)



As at 18 Mar 2011



at all reasonable times to inspect all books of

accounts, records and documents of the Joint

Venturers or any of them or of any person acting on

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their behalf relative to the operations of the Joint

Venturers hereunder and to any shipment or sale of

diamonds including sales contracts and to take

extracts and copies therefrom. The information

obtained by the Minister for Mines or his nominee as

a result of any such inspection shall be used only for

the purposes of verifying the amount of royalty

payable by the Joint Venturers and for no other

purpose and shall be confidential and shall not be

disclosed by the State, the Minister or the Minister for

Mines or his nominee to any other party for any other

purpose;

(ii)



(b)



at all reasonable times, notwithstanding any law of the

State relating to security at areas on which the

operations of the Joint Venturers are carried on, to

have access to the areas the subject of this Agreement

and all other areas and facilities at which diamonds

are stored or sorted and to inspect all diamonds held

by or on behalf of the Joint Venturers and to value

such diamonds.



A valuer appointed by the Minister for Mines for the

purpose of this paragraph shall be appointed after

consultation with the Joint Venturers.



Lodgement of returns 6

(8)



Returns pursuant to this Clause may, with the prior consent of the

Minister, be lodged by the Joint Venturers individually.



Other minerals 6

(9)



Subject to the provisions of Clause 20, the Joint Venturers shall

pay to the State in respect of all minerals other than diamonds

produced or obtained from the areas the subject of this Agreement

royalties at the rates from time to time prescribed under or pursuant

to the Mining Act 1904 or the Mining Act 1978 as the case may be.



Valuation and auditing procedures 6

(10) (a)



page 78



The Joint Venturers shall for the purposes of this Clause take

all reasonable steps to satisfy the Minister for Mines as to

the adequacy of its valuation and auditing procedures.

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(b)



Nothing in this subclause shall limit the power of the

Minister for Mines to appoint independent valuers and

auditors after consultation with the Joint Venturers to carry

out further valuations and audits.



Further processing 6

30.



(1)



For the purposes of this Clause “further processing” means all or

any of the following activities carried out in the said State by or on

behalf of the Joint Venturers or any of them in relation to cleaned,

but unsorted diamonds from the areas the subject of this

Agreement, namely:

(a)



the classification and sorting of diamonds,



(b)



the physical and chemical treatment of diamonds,



(c)



the cutting and polishing of diamonds, and



(d)



all other processes and treatment of diamonds which

increase their market value.



Establishment of sorting facilities 6

(2)



(a)



Within one year after the commencement of production of

diamonds under this Agreement, the Joint Venturers shall

establish facilities in the said State for the sorting of

diamonds from the areas the subject of this Agreement and

shall thereafter during the continuance of this Agreement

operate the said facilities.



(b)



The nature and extent of the facilities provided by the Joint

Venturers pursuant to this subclause and the operation of

those facilities shall be compatible with the Joint Venturers’

marketing arrangements as approved from time to time by

the Minister.



Investigation of further processing 6

(3)



(a)



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During the continuance of this Agreement, the Joint

Venturers shall investigate the technical and economic

feasibility of appropriate further processing of diamonds and

shall use their best endeavours to promote the establishment

and operation of facilities to achieve the maximum further

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processing of diamonds in the said State, whether by

themselves or in association with others.

(b)



The Joint Venturers shall when required by the Minister, but

not more frequently than once in every 2 years, submit to the

Minister detailed reports of their investigations and

endeavours to promote further processing carried out

pursuant to paragraph (a) of this subclause.



Establishment of other facilities for further processing 6

(4)



Subject to the provisions of subclauses (6) and (7) of this Clause

and in addition to their obligations under subclauses (2) and (3) of

this Clause, the Joint Venturers shall, within 5 years after the

commencement of production of diamonds pursuant to

subclause (1)(B) of Clause 7, establish and thereafter during the

continuance of this Agreement operate, or cause to be established

and operated, facilities in the said State for the further processing

of diamonds which shall result in increasing the value for sales

purposes of diamonds produced from the areas the subject of this

Agreement (or from elsewhere in exchange for diamonds produced

from the areas the subject of this Agreement) in any year by an

amount equivalent to 20% of the above zero profit (as defined in

Clause 29) for that year less the amount of royalty payable to the

said State for that year. For the purposes of this subclause not

more than one half of the increase in the said value for sales

purposes may accrue from sorting.



Effect of non-compliance with subclause (4)

(5)



6



Notwithstanding anything contained in this Clause the failure by

the Joint Venturers to establish or operate the facilities as required

by the provisions of subclause (4) of this Clause shall not

constitute a breach of this Agreement by the Joint Venturers but

subject as otherwise provided in this Clause the only consequence

arising from such failure will be that set out in subclauses (6) and

(9) of this Clause.



Additional royalty 6

(6)



page 80



If the Joint Venturers fail to observe and perform their obligations

under subclause (4) of this Clause, then in respect of each year in

which they so fail the royalty payable for such year pursuant to

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Clause 29 shall, subject to subclause (7) of this Clause, be

increased in accordance with the following formula —

R1 =



R

[ 100 + 0.5 ( 20 − D

100



)]



where

R1



is the royalty payable pursuant to this subclause.



R



is the royalty payable pursuant to Clause 29 for that year.



D



is the increase in sales revenue from further processing for

that year expressed as a percentage of the above zero profit

(as defined in Clause 29) for that year less the amount of

royalty payable to the said State for that year.



PROVIDED ALWAYS that the operation of this subclause shall

not in any event reduce the royalty payable for any year below that

payable in accordance with Clause 29.

Waiver of additional royalty 6

(7)



(a)



If the Joint Venturers at any time during the currency of this

Agreement are able to demonstrate to the reasonable

satisfaction of the Minister that further processing at the

level provided for in subclause (4) of this Clause does not or

would not be likely to result in a projected after tax internal

rate of return of 10% on funds employed by the Joint

Venturers in the further processing of diamonds to fulfil

their obligations under this Clause the Minister shall release

the Joint Venturers from their obligation to pay the increase

in royalty provided for in subclause (6) of this Clause.



(b)



For the purposes of this subclause —

(i)



As at 18 Mar 2011



the internal rate of return shall be measured using the

discounted cash flow internal rate of return method on

the basis of a ten year project life and cash flow

estimates at current exchange rates expressed in

constant dollar terms and disregarding current and

projected general or particular inflation rates and all

aspects of project financing (including loans, loan

guarantees, and principal repayments);

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(c)



(ii)



in determining annual net project cash flows such

indirect costs and working capital as the Joint

Venturers are able to demonstrate to the reasonable

satisfaction of the Minister as attributable to the

project shall be included in the calculation;



(iii)



the expression “the discounted cash flow internal rate

of return” shall mean the discount rate that equates the

present value of expected cash outflows with the

present value of expected cash inflows.



Any release by the Minister pursuant to paragraph (a) of this

subclause shall remain in force for a period of 3 years but

shall not during that period limit or affect the other

obligations of the Joint Venturers under this Clause.



Supply to third parties 6

(8)



If the Joint Venturers —

(a)



supply diamonds produced from the areas the subject of this

Agreement; or



(b)



are instrumental in causing or arranging sales of diamonds

produced from areas other than the areas the subject of this

Agreement



to third parties for further processing by such third parties in the

said State, the Minister after consultation with the Joint Venturers

shall, in the circumstances referred to in paragraph (a) of this

subclause, and may, in the circumstances referred to in

paragraph (b) of this subclause, allow all or part of the increase in

value arising from the further processing of such diamonds by that

third party as a credit to the Joint Venturers in the measurement of

the compliance by the Joint Venturers of their further processing

obligations pursuant to subclause (4) of this Clause.

Obligations to supply to third parties 6

(9)



page 82



If the Joint Venturers fail to establish the facilities referred to in

subclause (4) of this Clause or, having established such facilities,

cease at any time to operate them for a continuous period of

2 years, the Minister may, having regard to the approved marketing

proposals require the Joint Venturers to make available and

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continue to make available during the currency of this Agreement

to third parties, on fair and reasonable commercial terms, diamonds

from the areas the subject of this Agreement for further processing

by such third parties in the said State.

Additional royalty returns 6

(10) (a)



(b)



To enable the Minister for Mines to determine whether any

additional royalty is payable pursuant to subclause (6) of this

Clause, the Joint Venturers shall furnish to the Minister such

returns accompanied by audited accounts and other relevant

information as the Minister may require from time to time.

Any additional royalty payable pursuant to subclause (6) of

this Clause shall be paid to the State within 45 days of the

determination of the amount thereof.



Security 6

31.



(1)



The State recognises the need for the Joint Venturers to have

adequate security arrangements for their operations under this

Agreement and shall include in the Bill to be introduced in the

Parliament of Western Australia referred to in Clause 3 provisions

for that purpose.



(2)



The Minister shall during the currency of this Agreement, and after

consultation with the Minister for Police and the Joint Venturers,

take such reasonable measures (consistent with the Joint Venturers’

approved proposals) as may be necessary and, at the Joint

Venturers’ expense, to provide adequate security.



Zoning 6

32.



The State shall ensure after consultation with the relevant local authority

that the mining leases and any lands the subject of any Crown Grant lease

licence or easement granted to the Joint Venturers under this Agreement

shall be and remain zoned for use or otherwise protected during the

currency of this Agreement so that the operations of the Joint Venturers

hereunder may be undertaken and carried out thereon without any

interference or interruption by the State or by any State agency or

instrumentality or by any local or other authority of the State on the

ground that such operations are contrary to any zoning by-law regulation

or order.



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Rating 6

33.



The State shall ensure that notwithstanding the provisions of any Act or

anything done or purported to be done under any Act the valuation of all

lands (whether of a freehold or leasehold nature) the subject of this

Agreement (except as to any part upon which a permanent residence shall

be erected or which is occupied in connection with that residence and

except as to any part upon which there stands any improvements that are

used in connection with a commercial undertaking not directly related to

the mining and treatment of diamonds) shall for rating purposes under the

Local Government Act 1960, be deemed to be on the unimproved value

thereof and no such lands shall be subject to any discriminatory rate

PROVIDED THAT nothing in this Clause shall prevent the Joint

Venturers making the election provided for by section 533B of the Local

Government Act 1960.



No discriminatory rates 6

34.



Except as provided in this Agreement the State shall not impose, nor shall

it permit or authorise any of its agencies or instrumentalities or any local

or other authority of the State to impose discriminatory taxes rates or

charges of any nature whatsoever on or in respect of the titles property or

other assets products materials or services used or produced by or through

the operations of the Joint Venturers in the conduct of their business

hereunder nor will the State take or permit to be taken by any such State

authority any other discriminatory action which would deprive the Joint

Venturers of full enjoyment of the rights granted and intended to be

granted under this Agreement.



Resumption for the purposes of this Agreement 6

35.



The State may as and for a public work under the Public Works Act 1902,

resume any land required for the purposes of this Agreement and

notwithstanding any other provisions of that Act may sell lease or

otherwise dispose of that land to the Joint Venturers and the provisions of

subsections (2) to (7) inclusive of section 17 and 17A of that Act shall not

apply to or in respect of that land or the resumption thereof. The Joint

Venturers shall pay to the State on demand the costs of and incidental to

any land resumed at the request of and on behalf of the Joint Venturers.



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No resumption 6

36.



Subject to the performance by the Joint Venturers of their obligations

under this Agreement the State shall not during the currency hereof

without the consent of the Joint Venturers resume nor suffer nor permit to

be resumed by any State instrumentality or by any local or other authority

of the State any of the works installations plant equipment or other

property for the time being belonging to the Joint Venturers and the

subject of or used for the purpose of this Agreement or any of the works

on the lands the subject of any lease or licence granted to the Joint

Venturers in terms of this Agreement AND without such consent (which

shall not be unreasonably withheld) the State shall not create or grant or

permit or suffer to be created or granted by any instrumentality or

authority of the State as aforesaid any road right-of-way water right or

easement of any nature or kind whatsoever over or in respect of any such

lands which may unduly prejudice or interfere with the Joint Venturers’

operations hereunder or which may conflict with any law of the State

relating to security within any area or areas on which the Joint Venturers’

operations are carried on.



Assignment 6

37.



(1)



Subject to the provisions of this Clause the Joint Venturers or any

of them may at any time —

(a)



assign mortgage charge sublet or dispose of to each other or

to an associated company as of right, or to any other

company or persons with the consent of the Minister the

whole or any part of the rights of the Joint Venturers

hereunder (including their rights to or as the holder of the

mining leases or any other lease licence easement grant or

other title) and of the obligations of the Joint Venturers

hereunder; and



(b)



appoint as of right an associated company or with the

consent of the Minister any other company or person to

exercise all or any of the powers functions and authorities

which are or may be conferred on the Joint Venturers

hereunder;



subject however in the case of an assignment subletting disposition

or appointment to the assignee sublessee disponee or the appointee

(as the case may be) executing in favour of the State (unless the

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Minister otherwise determines) a deed of covenant in a form to be

approved by the Minister to comply with observe and perform the

provisions hereof on the part of the Joint Venturers to be complied

with observed or performed in regard to the matter or matters the

subject of such assignment subletting disposition or appointment.

(2)



Notwithstanding anything contained in or anything done under or

pursuant to subclause (1) of this Clause the Joint Venturers shall at

all times during the currency of this Agreement be and remain

liable for the due and punctual performance and observance of all

the covenants and agreements on their part contained herein and in

the mining leases or any other lease licence easement grant or other

title the subject of an assignment mortgage subletting disposition

or appointment under subclause (1) of this Clause PROVIDED

THAT the Minister may agree to release the Joint Venturers or any

of them from such liability where he considers such release will

not be contrary to the interests of the State.



(3)



Notwithstanding the provisions of the Mining Act 1904, the Mining

Act 1978, the Transfer of Land Act 1893 and the Land Act, insofar

as the same or any of them may apply —

(a)



no assignment mortgage charge sublease or disposition made

or given pursuant to this Clause of or over the mining leases

or any other lease licence easement grant or other title

granted hereunder or pursuant hereto by the Joint Venturers

or any assignee sublessee disponee or appointee who has

executed and is for the time being bound by deed of

covenant made pursuant to this Clause; and



(b)



no transfer assignment mortgage or sublease made or given

in exercise of any power contained in any such mortgage or

charge



shall require any approval or consent other than such consent as

may be necessary under this Clause and no equitable mortgage or

charge shall be rendered ineffectual by the absence of any approval

or consent (otherwise than as required by this Clause) or because

the same is not registered under the provisions of the Mining

Act 1904 or the Mining Act 1978 as the case may be.

(4)



page 86



The provisions of this Clause shall not apply to any sale by the

Joint Venturers of a townsite lot to any employee engaged in their

operations hereunder.

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Variation 6

38.



(1)



The parties hereto may from time to time by agreement in writing

add to substitute for cancel or vary all or any of the provisions of

this Agreement or of any lease licence easement grant or other title

granted hereunder or pursuant hereto for the purpose of more

efficiently or satisfactorily implementing or facilitating any of the

objects of this Agreement.



(2)



The Minister shall cause any agreement made pursuant to

subclause (1) of this Clause in respect of any addition substitution

cancellation or variation of the provisions of this Agreement to be

laid on the Table of each House of Parliament within 12 sitting

days next following its execution.



(3)



Either House may, within 12 sitting days of that House after the

agreement has been laid before it pass a resolution disallowing the

agreement, but if after the last day on which the agreement might

have been disallowed neither House has passed such a resolution

the agreement shall have effect from and after that last day.



Force majeure 6

39.



This Agreement shall be deemed to be made subject to any delays in the

performance of the obligations hereunder and to the temporary

suspension of continuing obligations hereunder that may be caused by or

arise from circumstances beyond the power and control of the party

responsible for the performance of those obligations including without

limiting the generality of the foregoing delays or any such temporary

suspension as aforesaid caused by or arising from act of God force

majeure earthquakes floods storms tempest washaways fire (unless

caused by the actual fault or privity of the party responsible for such

performance) act of war act of public enemies riots civil commotions

strikes lockouts stoppages restraint of labour or other similar acts

(whether partial or general) acts or omissions of the Commonwealth

shortages of labour or essential materials reasonable failure to secure

contractors delays of contractors and inability to sell diamonds profitably

or factors due to overall world economic conditions or factors due to

action taken by or on behalf of any government or governmental

authority (other than the State or any authority of the State) or factors that

could not reasonably have been foreseen PROVIDED ALWAYS that the

party whose performance of obligations is affected by any of the said



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causes shall promptly give notice to the other party of the event or events

and shall use its best endeavours to minimise the effects of such causes as

soon as possible after the occurrence.

Power to extend periods 6

40.



Notwithstanding any provision of this Agreement the Minister may at the

request of the Joint Venturers from time to time extend or further extend

any period or vary or further vary any date referred to in this Agreement

or in any approved proposal hereunder for such period or to such later

date as the Minister thinks fit whether or not the period to be extended

has expired or the date to be varied has passed.



Determination of Agreement 6

41.



(1)



In any of the following events namely if —

(a)



(i)



the Joint Venturers make default which the State

considers material in the due performance or

observance of any of the covenants or obligations to

the State herein or in the mining leases or any other

lease licence easement grant or other title or document

granted or assigned under this Agreement on their part

to be performed or observed; or



(ii)



the Joint Venturers abandon or repudiate this

Agreement or their operations under this Agreement



and such default is not remedied or such operations resumed

within a period of 180 days after notice is given by the State

as provided in subclause (2) of this Clause or, if the default

or abandonment is referred to arbitration, then within the

period mentioned in subclause (3) of this Clause; or

(b)



the Joint Venturers or any of them go into liquidation (other

than a voluntary liquidation for the purpose of

reconstruction) and unless within 3 months from the date of

such liquidation the interest of that Joint Venturer is

assigned to another Joint Venturer or to an assignee

approved by the Minister under Clause 37



the State may by notice to the Joint Venturers determine this

Agreement.

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(2)



The notice to be given by the State in terms of subclause (1) of this

Clause shall specify the nature of the default or other ground so

entitling the State to exercise such right of determination and

where appropriate and known to the State the party or parties

responsible therefor and shall be given to the Joint Venturers and

all such assignees mortgagees chargees and disponees for the time

being of the Joint Venturers’ said rights to or in favour of whom or

by whom an assignment mortgage charge or disposition has been

effected in terms of Clause 37 whose name and address for service

of notice has previously been notified to the State by the Joint

Venturers or any such assignee mortgagee chargee or disponee.



(3)



(a)



If the Joint Venturers contest the alleged default

abandonment or repudiation referred to in paragraphs (a) and

(b) of subclause (1) of this Clause the Joint Venturers shall

within 60 days after notice given by the State as provided in

subclause (2) of this Clause refer the matter in dispute to

arbitration.



(b)



If the question is decided against the Joint Venturers, the

Joint Venturers shall comply with the arbitration award

within a reasonable time to be fixed by that award

PROVIDED THAT if the arbitrator finds that there was a

bona fide dispute and that the Joint Venturers were not

dilatory in pursuing the arbitration, the time for compliance

with the arbitration award shall not be less than 90 days from

the date of such award.



(4)



If the default referred to in subclause (1) of this Clause shall not

have been remedied after receipt of the notice referred to in

subclause (1) of this Clause or within the time fixed by the

arbitration award as aforesaid the State instead of determining this

Agreement as aforesaid because of such default may itself remedy

such default or cause the same to be remedied (for which purpose

the State by agents workmen or otherwise shall have full power to

enter upon lands occupied by the Joint Venturers and to make use

of all plant machinery equipment and installations thereon) and the

actual costs and expenses incurred by the State in remedying or

causing to be remedied such default shall be a debt payable by the

Joint Venturers to the State on demand.



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Effect of cessation or determination of Agreement 6

42.



(1)



Subject to the provisions of Clause 29 on the cessation or

determination of this Agreement —

(a)



except as otherwise agreed by the Minister the rights of the

Joint Venturers to in or under this Agreement and the rights

of the Joint Venturers or of any assignee of theirs or any

mortgagee to in or under the mining leases and any other

lease licence easement grant or other title or right granted

hereunder or pursuant hereto (but excluding townsite lots

which have been granted to or acquired by the Joint

Venturers and which are no longer owned by them) shall

thereupon cease and determine but without prejudice to the

liability of either of the parties hereto in respect of any

antecedent breach or default under this Agreement or in

respect of any indemnity given hereunder;



(b)



the Joint Venturers shall forthwith pay to the State all

moneys which may then have become payable or accrued

due;



(c)



save as aforesaid and as otherwise provided in this

Agreement neither of the parties hereto shall have any claim

against the other of them with respect to any matter or thing

in or arising out of this Agreement.



(2)



Subject to the provisions of subclause (3) of this Clause upon the

cessation or determination of this Agreement except as otherwise

determined by the Minister all buildings erections and other

improvements erected on any land then occupied by the Joint

Venturers under the mining leases or any other lease, licence,

easement grant or other title made hereunder for the purpose hereof

shall become and remain the absolute property of the State without

the payment of any compensation or consideration to the Joint

Venturers or any other party and freed and discharged from all

mortgages and other encumbrances and the Joint Venturers shall

do and execute all such deeds documents and other acts matters

and things (including surrenders) as the State may reasonably

require to give effect to the provisions of this subclause.



(3)



In the event of the Joint Venturers immediately prior to the

cessation or determination of this Agreement or subsequently



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thereto desiring to remove any of their fixed or moveable plant and

equipment or any part thereof from any part of the land occupied

by them at the date of such cessation or determination they shall

give to the State notice of such desire and thereby shall grant to the

State the right or option exercisable within 3 months thereafter to

purchase in situ such fixed or moveable plant and equipment at a

fair valuation to be agreed between the parties or failing agreement

determined by arbitration hereunder.

Provision of finance 6

43.



(1)



Where under any provision of this Agreement the Joint Venturers

are liable to make payments to the State the Joint Venturers may,

subject to the prior consent of the Minister, in lieu of such

payments otherwise provide finance or cause finance to be

provided to an equal amount to the particular liability in such

manner as may be determined by the Minister.



(2)



Where under any provision of this Agreement or any approved

proposal hereunder the Joint Venturers are liable to make payments

to the State for services and facilities to be provided by the State

the parties shall subject to the relevant provision or approved

proposal enter into an agreement regarding the nature and extent of

such payments prior to the commencement of any such work or

expenditure.



Environmental protection 6

44.



Nothing in this Agreement shall be construed to exempt the Joint

Venturers from compliance with any requirement in connection with the

protection of the environment arising out of or incidental to their

activities hereunder that may be made by the State or by any State agency

or instrumentality or any local or other authority or statutory body of the

State pursuant to any Act from time to time in force.



Indemnity 6

45.



The Joint Venturers shall indemnify and keep indemnified the State and

its servants agents and contractors in respect of all actions suits claims

demands or costs of third parties arising out of or in connection with any

work carried out by or on behalf of the Joint Venturers pursuant to this

Agreement or relating to their operations hereunder or arising out of or in

connection with the construction maintenance or use by the Joint



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Venturers or their servants agents contractors or assignees of the Joint

Venturers’ works or services the subject of this Agreement or the plant

apparatus or equipment installed in connection therewith PROVIDED

THAT subject to the provisions of any other relevant Act such indemnity

shall not apply in circumstances where the State, its servants, agents, or

contractors are negligent in carrying out work for the Joint Venturers

pursuant to this Agreement.

Commonwealth licences and consents 6

46.



(1)



The Joint Venturers shall from time to time make application to the

Commonwealth or to the Commonwealth constituted agency,

authority or instrumentality concerned for the grant to them of any

licence or consent under the laws of the Commonwealth necessary

to enable or permit the Joint Venturers to enter into this Agreement

and to perform any of their obligations hereunder.



(2)



On request by the Joint Venturers the State shall make

representations to the Commonwealth or to the Commonwealth

constituted agency authority or instrumentality concerned for the

grant to the Joint Venturers of any licence or consent mentioned in

subclause (1) of this Clause.



Sub-contracting 6

47.



The State shall ensure that without affecting the liabilities of the parties

under this Agreement either party shall have the right from time to time

to entrust to third parties the carrying out of any portions of the

operations which it is authorised or obliged to carry out hereunder.



Stamp duty exemption 6

48.



(1)



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The State shall exempt from any stamp duty which but for the

operation of this Clause would or might be assessed and chargeable

on —

(a)



this Agreement;



(b)



any instrument executed by the State pursuant to this

Agreement granting to or in favour of the Joint Venturers or

any of them or any permitted assignee any tenement lease

licence easement or other right or rights;



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(c)



any assignment sublease or disposition and any appointment

to or in favour of the Joint Venturers or any of them or an

associated company of any interest right obligation power

function or authority made pursuant to the provisions of this

Agreement;



(d)



any instrument securing a charge (or in respect of any such

charge, any statement note or memorandum evidencing or

showing the amount or containing particulars of the loan the

subject of such charge) over the assets of the Joint Venturers

or any of them or an associated company for the purposes of

this Agreement; and



(e)



any insurance policy in the name of the Joint Venturers or

any of them or an associated company for the purposes of

this Agreement



PROVIDED THAT this subclause shall not apply to any

instrument or other document executed or made more than 7 years

from the date hereof.

(2)



If prior to the date on which the Bill referred to in Clause 3 to

ratify this Agreement is passed as an Act stamp duty has been

assessed and paid on any instrument or other document referred to

in subclause (1) of this Clause the State when such a Bill is passed

as an Act shall on demand refund any stamp duty paid on any such

instrument or other document to the person who paid the same.



Arbitration 6

49.



(1)



Any dispute or difference between the parties arising out of or in

connection with this Agreement the construction of this Agreement

or as to the rights duties or liabilities of either party hereunder or as

to any matter to be agreed upon between the parties under this

Agreement shall in default of agreement between the parties and in

the absence of any provision in this Agreement to the contrary be

referred to the arbitration of two arbitrators one to be appointed by

each party the arbitrators to appoint their umpire before proceeding

in the reference and every such arbitration shall be conducted in

accordance with the provisions of the Arbitration Act 1895.



(2)



Except where otherwise provided in this Agreement, the provisions

of this Clause shall not apply to any case where the State the



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Minister or any other Minister in the Government of the said State

is by this Agreement given a discretionary power.

(3)



The arbitrators or umpire (as the case may be) of any submission to

arbitration hereunder are hereby empowered upon the application

of either of the parties to grant in the name of the Minister any

interim extension of any period or variation of any date referred to

herein which having regard to the circumstances may reasonably

be required in order to preserve the rights of that party or of the

parties hereunder and an award may in the name of the Minister

grant any further extension or variation for that purpose.



Consultation 6

50.



The Joint Venturers shall during the currency of this Agreement consult

with and keep the State fully informed on a confidential basis concerning

any action that the Joint Venturers propose to take with any third party

(including the Commonwealth or any Commonwealth constituted agency

authority instrumentality or other body) which might significantly affect

the overall interest of the State under this Agreement.



Notices 6

51.



Any notice consent or other writing authorised or required by this

Agreement to be given or sent shall be deemed to have been duly given

or sent by the State if signed by the Minister or by any senior officer of

the Civil Service of the said State acting by the direction of the Minister

and forwarded by prepaid post or handed to the Joint Venturers at their

respective nominated offices for the time being in the said State and by

the Joint Venturers if signed on their behalf by any person or persons

authorised by the Joint Venturers or by their solicitors as notified to the

State from time to time and forwarded by prepaid post or handed to the

Minister and except in the case of personal service any such notice

consent or writing shall be deemed to have been duly given or sent on the

day on which it would be delivered in the ordinary course of post.



Guarantee 6

52.



Notwithstanding any addition to or deletion or variation of the provisions

of this Agreement or any time or other indulgence granted by the State to

the Joint Venturers whether or not notice thereof is given, to the

Guarantor by the State, the Guarantor hereby guarantees to the State the



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due performance by CRA Exploration Pty. Limited of all its obligations

to be performed hereunder.

Applicable law 6

53.



This Agreement shall be interpreted according to the law for the time

being in force in the State of Western Australia.

THE SCHEDULE

WESTERN AUSTRALIA

MINING ACT 1978

DIAMOND (ASHTON JOINT VENTURE) AGREEMENT ACT 1981

MINING LEASE



MINING LEASE NO.

The Minister for Mines a corporation sole established by the Mining Act 1978

with power to grant leases of land for the purposes of mining in consideration of

the rents hereinafter reserved and of the covenants on the part of the Lessee

described in the First Schedule to this lease and of the conditions hereinafter

contained and pursuant to the Mining Act 1978 (except as otherwise provided by

the Agreement described in the Second Schedule to this lease) hereby leases to

the Lessee the land more particularly delineated and described in the Third

Schedule to this lease for all minerals subject however to the exceptions and

reservations set out in the Fourth Schedule to this lease and to any other

exceptions and reservations which subject to the Agreement are by the Mining

Act 1978 and by any Act for the time being in force deemed to be contained

herein to hold to the Lessee this lease for a term of twenty-one years

commencing on the date set out in the Fifth Schedule to this lease upon and

subject to such of the provisions of the Mining Act 1978 except as otherwise

provided by the Agreement as are applicable to mining leases granted

thereunder and to the covenants and conditions herein contained or implied and

any further conditions or stipulations set out in the Sixth Schedule to this lease

the Lessee paying therefor the rents for the time being and from time to time

prescribed pursuant to the provisions of the Mining Act 1978 at the times and in

the manner so prescribed and the royalties as provided in the Agreement with

the right during the currency of the Agreement and in accordance with the

provisions of the Agreement to take successive renewals of the term each for a

further period of 21 years upon the same terms and conditions subject to the

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sooner determination of the said term upon cessation or determination of the

Agreement PROVIDED ALWAYS that this lease and any renewal thereof shall

not be determined or forfeited otherwise than in accordance with the

Agreement.

In this Lease —





“Lessee” includes the respective successors and permitted assigns

of each Lessee.







The liability of the Lessee hereunder shall be joint and several.







Reference to an Act includes all amendments to that Act and to any

Act passed in substitution therefor or in lieu thereof and to the

regulations and by-laws for the time being in force thereunder.

FIRST SCHEDULE



(name address and description of the Lessee)

CRA EXPLORATION PTY. LIMITED a company incorporated in the State of

New South Wales and having its principal place of business in the State of

Western Australia at 21 Wynyard Street, Belmont, ASHTON MINING

LIMITED a company Incorporated in the State of Victoria and having its

principal place of business in the State of Western Australia at 6th Floor, 189 St.

George’s Terrace, Perth, TANAUST PROPRIETARY LIMITED a company

incorporated in the State of Victoria and having its principal place of business in

the State of Western Australia at 2nd Floor, Cecil Building, 6 Sherwood Court,

Perth, A.O. (AUSTRALIA) PTY. LIMITED a company incorporated in the

State of New South Wales and having its principal place of business in the State

of Western Australia at 6th Floor, 189 St. George’s Terrace, Perth and

NORTHERN MINING CORPORATION N.L. a company incorporated in the

State of Victoria and having its principal place of business in the State of

Western Australia at Homeric House, 442 Murray Street, Perth.

SECOND SCHEDULE

(the Agreement)

An Agreement made between the State of Western Australia and the Lessee and

ratified by the Diamond (Ashton Joint Venture) Agreement Act 1981.



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THIRD SCHEDULE

(Description of land:)

Locality:

Mineral Field:



Area, etc.:

and



Being the land delineated on Survey Diagram No.

recorded in the Department of Mines, Perth.

FOURTH SCHEDULE

All petroleum as defined in the Petroleum Act 1967 on or below the surface of

the land the subject of this lease is reserved to the Crown in right of the State of

Western Australia with the right of the Crown in right of the State of Western

Australia and any person lawfully claiming thereunder or otherwise authorised

to do so to have access to the land the subject of this lease for the purpose of

searching for and for the operations of obtaining petroleum (as so defined) in

any part of the land.

FIFTH SCHEDULE

(Date of commencement of the lease).

SIXTH SCHEDULE

(Any further conditions or stipulations).

IN witness whereof the Minister for Mines has affixed his seal and set his hand

hereto

this . . . . . . . . . . . . . . . day of . . . . . . . . . . . . . . . 19 . . . . .

IN WITNESS WHEREOF this Agreement has been executed by or on behalf of

the parties hereto the day and year first hereinbefore mentioned.

SIGNED by the said THE

HONOURABLE SIR CHARLES

WALTER MICHAEL COURT,

K.C.M.G., O.B.E., M.L.A. in the

presence of:



)

)

)

)

)



CHARLES COURT



PETER JONES

MINISTER FOR RESOURCES DEVELOPMENT

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SIGNED SEALED AND DELIVERED

for and on behalf of CRA

EXPLORATION PTY. LIMITED by its

duly authorised attorney LEO JOHN

CARDEN under Power of Attorney

dated the 12th day of November, 1981

in the presence of:



)

)

)

)

)

)

)



[L.S.]

JOHN CARDEN



M. A. O’LEARY



SIGNED for and on behalf of ASHTON

MINING LIMITED by its duly

appointed Attorney EWEN WILLIAM

JOHN TYLER under Power of Attorney

dated the 28th day of October, 1981 in

the presence of:



)

)

)

)

)

)



E. W. J. TYLER



IAN K. WARNER

SIGNED for and on behalf of

TANAUST PROPRIETARY LIMITED

by its duly appointed Attorney EWEN

WILLIAM JOHN TYLER under Power

of Attorney dated the 28th day of

October, 1981 in the presence of:



)

)

)

)

)

)



E. W. J. TYLER



IAN K. WARNER

SIGNED for and on behalf of A.O.

(AUSTRALIA) PTY. LIMITED by its

duly appointed Attorney EWEN

WILLIAM JOHN TYLER under Power

of Attorney dated the 28th day of

October, 1981 in the presence of:



)

)

)

)

)

)



E. W. J. TYLER



IAN K. WARNER



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THE COMMON SEAL of

NORTHERN MINING

CORPORATION N.L. was hereunto

affixed by authority of the Board of

Directors in the presence of:



)

)

)

)

)



[C.S.]



N. R. TOWIE

Director

BARRY D. MORGAN

Director

SIGNED SEALED AND DELIVERED

for and on behalf of CRA LIMITED by

its duly authorised attorney LEO JOHN

CARDEN under Power of Attorney

dated the 12th day of November, 1981

in the presence of:



)

)

)

)

)

)



[L.S.]

JOHN CARDEN



M. A. O’LEARY



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Schedule 3

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Schedule 3 — First supplementary agreement

[s. 2]

[Heading amended: No. 19 of 2010 s. 4.]

THIS AGREEMENT is made the 11th day of October 1983, BETWEEN THE

HONOURABLE BRIAN THOMAS BURKE, M.L.A., Premier of the State of

Western Australia, acting for and on behalf of the said State and its

instrumentalities from time to time (hereinafter called “the State”) of the first

part NEW BROKEN HILL CONSOLIDATED LIMITED a Company deemed

by Act of parliament of the State of Victoria to be incorporated in the State of

Victoria and having its principal place of business in the State of Western

Australia at 18th Floor, 191 St. George’s Terrace, Perth (hereinafter called

“NBHC”), THE ZINC CORPORATION, LIMITED a company deemed by Act

of Parliament of the State of Victoria to be incorporated in the State of Victoria

and having its principal place of business in the State of Western Australia at

18th Floor, 191 St. George’s Terrace, Perth (hereinafter called “ZC”),

ASHTON MINING LIMITED a company incorporated in the State of Victoria

and having its principal place of business in the State of Western Australia at

6th Floor, 189 St. George’s Terrace, Perth (hereinafter called “Ashton”),

TANAUST PROPRIETARY LIMITED a company incorporated in the State of

Victoria and having its principal place of business in the State of Western

Australia at 2nd Floor, Cecil Building, 6 Sherwood Court, Perth (hereinafter

called “Tanaust”), A.O. (AUSTRALIA) PTY. LIMITED a company

incorporated in the State of Victoria and having its principal place of business in

the State of Western Australia at 6th Floor, 189 St. George’s Terrace, Perth

(hereinafter called “AO”) and NORTHERN MINING CORPORATION N.L. a

company incorporated in the State of Victoria and having its principal place of

business in the State of Western Australia at 2nd Floor, 31 Ventnor Avenue,

West Perth (hereinafter called “Northern Mining”) of the second part (the said

parties of the second part being hereinafter collectively called “the Joint

Venturers” in which term shall be included their respective successors and

permitted assigns and appointees) and CRA LIMITED a company incorporated

in the State of Victoria and having its principal place of business in the State of

Western Australia at 191 St. George’s Terrace, Perth, (hereinafter called “the

Guarantor”) of the third part.

WHEREAS:

(a) on the 17th day of November, 1981 the State, CRA Exploration

Pty. Limited, Ashton, Tanaust, AO, Northern Mining and the Guarantor

entered into an agreement which was ratified by the Diamond (Ashton

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Joint Venture) Agreement Act 1981 and is hereinafter referred to as “the

principal Agreement”;

(b) by an agreement effective as from the 1st day of July, 1982

CRA Exploration Pty. Limited assigned all its interest in and under the

principal Agreement to NBHC and ZC; and

(c) the parties have agreed to new arrangements in respect of the

accommodation of the Joint Venturers’ mine workforce and royalty

payable under the principal Agreement and desire to vary the principal

Agreement.

NOW THIS AGREEMENT WITNESSETH:

1.



Subject to the context the words and expressions used in this Agreement

have the same meanings respectively as they have in and for the purpose of

the principal Agreement.



2.



The provisions of this Agreement shall not come into operation until a Bill

to approve and ratify this Agreement is passed by the Legislature of the

said State and comes into operation as an Act.



3.



The principal Agreement is hereby varied as follows —

(1) Clause 1 —

(a) by deleting the definition of “relevant town” and substituting the

following —

“ “relevant town” means in relation to the Argyle mining area

and the Ellendale mining area respectively a town established in

the Kimberley region by the Joint Venturers as a housing area for

their mine workforce pursuant to an approved proposal and may

in either case with the approval of the Minister include an

existing town;”;

(b) by deleting in the definition of “relevant townsite”, “the relevant

town” and substituting the following —

“a relevant town”.



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(2) Clause 7 subclause (1) —

(a) by deleting the following —

“shall make provision where appropriate for the necessary

workforce and associated population required to enable the Joint

Venturers to mine and recover diamonds from ore from the area

the subject of the proposals and”;

(b) by deleting paragraph (c) and substituting the following

paragraphs —

“(c)



accommodation for the mine workforce in the Kimberley

region comprising, in the discretion of the Joint Venturers,

any one or more of the following —

(i) establishment of a relevant town;

(ii) assimilation into any existing town; and

(iii) establishment of accommodation facilities for the

mine workforce to commute from elsewhere within

the said State

including the provision of utilities, services and associated

facilities;



(cc)



any arrangements to commute the mine workforce from

any place or places within the said state desired by the

Joint Venturers;”.



(3) Clause 21 subclause (9) —

by deleting subclause (9) and substituting the following subclauses —

“(9) Notwithstanding that the Joint Venturers have installed

equipment to generate electricity at the Argyle mining area

pursuant to the provisions of subclause (3) of this Clause, the

Joint Venturers shall upon request by the State at any time or

times before 31st December, 1988 enter into negotiations with

the State Energy Commission with a view to the establishment

on terms and conditions to be agreed between the State Energy

Commission and the Joint Venturers of hydro electric

generation works on the Ord River and distribution works to



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supply, inter alia, the Argyle mining area and any relevant town

at the Argyle mining area.

(10) Subject to subclause (9) of this Clause and notwithstanding that

they have installed equipment to generate electricity at the

Argyle mining area pursuant to the provisions of subclause (3)

of this Clause, the Joint venturers may during the continuance

of this Agreement enter into negotiations with the State Energy

Commission with a view to obtaining further or alternative

electricity for the Argyle mining area and any relevant town at

the Argyle mining area.

(11) The provisions of subclauses (9) and (10) of this Clause shall

not oblige the Joint Venturers or the State Energy Commission

to enter into any agreement with the other pursuant to any

negotiations under those subclauses and the provisions of

subclause (1) of this Clause shall not apply to any such

negotiations or to any agreement that may result from those

negotiations.”.

(4) By inserting after Clause 24 the following clauses —

“Provision for mine workforce 6

24A.



The Joint venturers shall make provision for the mine

workforce serving the Argyle mining area and the Ellendale

mining area respectively in any one or more (in their

discretion) of the following ways —

(a) commuting the mine workforce on a regular basis, as

determined by the Joint Venturers in accordance with

approved proposals, from any place or places within the

said State to the relevant mining area and the provision of

necessary accommodation facilities at or in the vicinity of

the relevant mining area;

(b) the establishment of a relevant town;

(c) the assimilation of the mine workforce into any existing

town in the Kimberley region.



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Modification of Mines Regulation Act 6

24B.



(1) For the purpose of this Agreement in respect of any

mining operations of the Joint Venturers under this

Agreement the Mines Regulation Act 1946 shall, where

such mining operations are being conducted in

accordance with a schedule of work approved by the

Minister for Mines, be deemed to be modified by the

deletion of paragraph (c) of subsection (1) of section 38.

(2) Where in the opinion of the Minister for Mines any

schedule of work approved for the purpose of

subclause (1) of this Clause should be altered for reasons

of safety the Joint Venturers shall consult with the

Minister for Mines with a view to making any alterations

to that schedule as the Minister may consider reasonable

in the circumstances.”.



(5) Clause 25 —

(a) subclause (1) —

by deleting “Should the approved proposals” and substituting the

following —

“Where any approved proposals”;

(b) subclause (4) —

by deleting “If the approved proposals” and substituting the

following —

“Where any approved proposals”;

(c) subclause (5) —

by deleting “Should the approved proposals” and substituting the

following —

“Where any approved proposals”;

(d) subclause (6) —

by deleting “the relevant townsite” and substituting the

following —

“a relevant townsite”.

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(6) By deleting Clause 26.

(7) Clause 29 —

(a) subclause (1) —

(i) by inserting in paragraph (I) of the definition of “allowable

deductions” after “this Agreement” the following —

“or the Act to ratify the agreement dated 11th October, 1983

varying this Agreement”;

(ii) by inserting in paragraph (v) of the definition of “allowable

capital expenditure” after “and”, where it last occurs, the

following —

“any”;

(b) subclause (5) paragraph (c) —

(i) by inserting after “paid” where it first occurs the

following —

“or where any offset has or offsets have been deducted

pursuant to Clause 29C, the estimated royalty that would

have been paid but for that offset or those offsets”;

(ii) by inserting after “period” where it occurs in

subparagraph (i) and in subparagraph (ii) the following —

“but excluding any offsets deducted therefrom pursuant to

Clause 29C”.

(8) By inserting after Clause 29 the following clauses —

“29A. The Joint Venturers shall pay to the State —

(a) royalties in the manner and at the times provided in

Clause 29 and any increase thereto pursuant to

subclause (6) of Clause 30; and

(b) an additional royalty under this Agreement in the manner

and at the times provided in Clause 29B.



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Further royalty provisions 6

29B.



(1) The Joint Venturers shall pay to the State an additional

royalty of $50,000,000 in the manner and at the times

following —

(a) as to $25,000,000 or such lesser amount as the

Minister may allow, within 7 days after the date of

approval by the Minister of the proposals submitted

by the Joint Venturers pursuant to paragraph (B) of

subclause (1) of Clause 7 (hereinafter called “the

approval date”); and

(b) as to the balance, within 45 days of the approval date

or within such later time or times as the Minister

may allow.

(2) If the amount of $25,000,000 referred to in paragraph (a)

of subclause (1) of this Clause or such lesser amount as

the Minister may allow as therein provided is not paid by

the Joint Venturers to the State within 30 days of the

coming into operation of the Act to ratify the agreement

dated 11th October, 1983 varying this Agreement, the

Joint Venturers shall pay interest at the rate of 14% per

annum on the said sum of $50,000,000 for the period

from whichever is the later of 14th November, 1983 or

the approval date to the date on which the said amount of

$25,000,000 (or such lesser amount as aforesaid) is paid

to the State such interest to be paid to the State at the time

of payment of the said sum of $25,000,000 (or such

lesser amount as aforesaid).

(3) The Joint venturers shall on demand by the State from

time to time pay to the State interest at the rate of 14%

per annum on so much of the said sum of $50,000,000 as

may from time to time after the expiration of 7 days from

the approval date be unpaid.



29C.



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(1) Subject to subclause (2) of this Clause, the amount of

royalties that become due for payment by the Joint

Venturers in respect of diamonds recovered from the

areas the subject of this Agreement under Clause 29 and

any increase thereto pursuant to subclause (6) of

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Clause 30 in respect of each quarter set forth in the

Schedule below shall be partially offset by the amount

shown as the scheduled offset amount for each quarter.

SCHEDULE.

Production Year

(commencing

1st January)



Quarter



Scheduled

Offset

Amount



1986 . . . . . . . . . . . .



First . . . . . . . . . . . . . . . . .



$1,000,000



Second . . . . . . . . . . . . . . .



$1,000,000



Third . . . . . . . . . . . . . . . . . $1,000,000

Fourth . . . . . . . . . . . . . . . . $1,000,000

1987 . . . . . . . . . . . .



First . . . . . . . . . . . . . . . . .



$1,625,000



Second . . . . . . . . . . . . . . .



$1,625,000



Third . . . . . . . . . . . . . . . . . $1,625,000

Fourth . . . . . . . . . . . . . . . . $1,625,000

1988 . . . . . . . . . . . .



First . . . . . . . . . . . . . . . . .



$1,875,000



Second . . . . . . . . . . . . . . .



$1,875,000



Third . . . . . . . . . . . . . . . . . $1,875,000

Fourth . . . . . . . . . . . . . . . . $1,875,000

1989 . . . . . . . . . . . .



First . . . . . . . . . . . . . . . . .



$2,000,000



Second . . . . . . . . . . . . . . .



$2,000,000



Third . . . . . . . . . . . . . . . . . $2,000,000

Fourth . . . . . . . . . . . . . . . . $2,000,000

1990 . . . . . . . . . . . .



First . . . . . . . . . . . . . . . . .



$1,500,000



Second . . . . . . . . . . . . . . .



$1,500,000



Third . . . . . . . . . . . . . . . . . $1,500,000

Fourth . . . . . . . . . . . . . . . . $1,500,000



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Production Year

(commencing

1st January)



Scheduled

Offset

Amount



Quarter



1991 . . . . . . . . . . . .



First . . . . . . . . . . . . . . . . .



$1,500,000



Second . . . . . . . . . . . . . . .



$1,500,000



Third . . . . . . . . . . . . . . . . . $1,500,000

Fourth . . . . . . . . . . . . . . . . $1,500,000

1992 . . . . . . . . . . . .



First . . . . . . . . . . . . . . . . .



$2,000,000



Second . . . . . . . . . . . . . . .



$2,000,000



Third . . . . . . . . . . . . . . . . . $2,000,000

Fourth . . . . . . . . . . . . . . . . $2,000,000

1993 . . . . . . . . . . . .



First . . . . . . . . . . . . . . . . .



$1,000,000



Second . . . . . . . . . . . . . . .



$1,000,000



Third . . . . . . . . . . . . . . . . . $1,000,000

Fourth . . . . . . . . . . . . . . . . $1,000,000

(2) Whenever the scheduled offset amount for a quarter plus

any amount added thereto as hereinafter provided

exceeds 50% of the royalty otherwise due for payment in

respect of that quarter the amount that may be offset for

that quarter shall be limited to an amount equal to 50% of

that royalty and the excess together with interest on such

excess at the rate of 14% per annum calculated from the

date of payment of the royalty for the quarter to which

the excess relates to subject to the proviso first

hereinafter contained) whichever is the sooner of the date

upon which royalty in respect of such succeeding quarter

is paid or the date upon which such royalty becomes

payable shall be carried forward and applied by the Joint

Venturers to increase the scheduled offset amount

applicable to the next succeeding quarter by the amount

carried forward (which increased amount shall then

become the scheduled offset amount for that quarter)

PROVIDED THAT where in such succeeding quarter a

royalty is payable by the Joint Venturers pursuant to

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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

Schedule 3

First supplementary agreement



subparagraph (i) of paragraph (c) of subclause (5) of

Clause 29 including any increase effected thereto

pursuant to subclause (6) of Clause 30 the excess and the

interest then accrued thereon or so much thereof as does

not exceed 50% of that royalty shall be retired by offset

to the extent thereof against that royalty AND

PROVIDED FURTHER that in the event that any such

excess remains at the end of 1993 then it shall be carried

forward and applied by the Joint Venturers in the manner

provided in this subclause (2) until the amount of any

such excess is reduced to zero.

(3) The scheduled offset amounts mentioned in subclause (1)

of this Clause shall apply in respect of any royalty, tax or

other impost whatsoever that may be levied or imposed

by the State at any time in the future in lieu of royalty

payable pursuant to this Agreement.

(4) If the State takes action otherwise than in accordance

with the terms of this Agreement whereby the Joint

Venturers lose the benefit of this Agreement any

outstanding scheduled offset amounts shall, except where

the State has taken such action after an abandonment by

the Joint Venturers of this Agreement or their operations

under this Agreement, become amounts owing by the

State to the Joint Venturers at the respective times they

would have otherwise been available as offset amounts

pursuant to Clause 29C.”.

(9) Clause 30 subclause 6 —

by deleting in factor R “payable pursuant to Clause 29 for that year”

and substituting the following —

“that would be payable pursuant to Clause 29 for that year unaffected

by any offsets deducted therefrom pursuant to Clause 29C”.

(10) by deleting “the revelant town”, wherever it occurs in the principal

Agreement, and substituting the following —

“any relevant town”.

4.



The Guarantor hereby consents to this Agreement.



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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

Schedule 3

First supplementary agreement



IN WITNESS WHEREOF this Agreement has been executed by or on behalf of

the parties hereto the day and year first hereinbefore mentioned.



SIGNED by the said THE

HONOURABLE BRIAN THOMAS

BURKE, M.L.A. in the presence of —

MALCOLM J. BRYCE.



BRIAN BURKE.



Minister for Economic Development

and Technology



SIGNED SEALED AND DELIVERED

for and on behalf NEW BROKEN

HILL CONSOLIDATED LIMITED by

its duly authorised attorney THOMAS

BARLOW under Power of Attorney

dated the 10th day of October, 1983 in

the presence of —



(L.S.)

T. BARLOW.



M. A. O’LEARY.



SIGNED SEALED AND DELIVERED

for and on behalf of THE ZINC

CORPORATION, LIMITED by its duly

authorised attorney THOMAS

BARLOW under Power of Attorney

dated the 10th day of October, 1983 in

the presence of —



(L.S.)

T. BARLOW.



M. A. O’LEARY.



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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

Schedule 3

First supplementary agreement



SIGNED for and on behalf of ASHTON

MINING LIMITED by its duly

appointed Attorney RORY EDWARD

STANLEY ARGYLE under Power of

Attorney dated the7th day of October,

1983 in the presence of —



R. E. S. ARGYLE.



G. BILLARD.



SIGNED for an on behalf of

TANAUST PROPRIETARY LIMITED

by its duly appointed Attorney RORY

EDWARD STANLEY ARGYLE under

Power of Attorney dated the 7th day of

October, 1983 in the presence of —



R. E. S. ARGYLE.



G. BILLARD.



SIGNED for an on behalf of A.O.

(AUSTRALIA) PTY. LIMITED by its

duly appointed Attorney RORY

EDWARD STANLEY ARGYLE under

Power of Attorney dated the 7th day of

October, 1983 in the presence of —



R. E. S. ARGYLE.



G. BILLARD.



THE COMMON SEAL of

NORTHERN MINING

CORPORATION N.L. was hereunto

affixed by authority of the Board of

Directors in the presence of —



(C.S.)



Director

C. L. S. HEWITT.

Director

A. G. BIRCHMORE.

As at 18 Mar 2011



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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

Schedule 3

First supplementary agreement



SIGNED SEALED AND DELIVERED

for and on behalf of CRA LIMITED by

its duly authorised attorney THOMAS

BARLOW under Power of Attorney

dated the 10th day of October, 1983 in

the presence of —



(L.S.)

T. BARLOW.



M. A. O’LEARY.

[Schedule 3 inserted: No. 12 of 1983 s. 7.]



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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

Schedule 4

Second supplementary agreement



Schedule 4 — Second supplementary agreement

[s. 2]

[Heading amended: No. 19 of 2010 s. 4.]

THIS AGREEMENT is made the 15th day of October 2001

BETWEEN

THE HONOURABLE GEOFFREY IAN GALLOP BEc, MA, MPhi1,

DPhi1, MLA, Premier of the State of Western Australia, acting for and on

behalf of the said State and its instrumentalities from time to time (hereinafter

called “the State”) of the one part

AND

CAPRICORN DIAMONDS LIMITED ACN 009 102 621, ASHTON

ARGYLE HOLDINGS PTY LIMITED ACN 083 175 991 and AML

NOMINEES LIMITED ACN 006 378 329 each of 2 Kings Park Road, West

Perth, Western Australia (hereinafter called “the Joint Venturers”) of the other

part

WHEREAS:

(a)



the State and the Joint Venturers are now the parties to the agreement

ratified by the Diamond (Argyle Diamond Mines Joint Venture)

Agreement Act 1981 which agreement has been varied by the agreement

ratified by the Diamond (Ashton Joint Venture) Agreement Amendment

Act 1983 and which (as so varied) is hereinafter called “the Principal

Agreement”;



(b)



pursuant to Clause 18 of the Principal Agreement Mining Lease

No. 275SA (hereinafter called “the Ellendale Mining Lease”) has been

granted in respect of the area defined in the Principal Agreement as the

Ellendale mining area; and



(c)



the Joint Venturers desire to sell the Ellendale Mining Lease and for such

purpose the parties hereto desire to further vary the Principal Agreement

and the Ellendale Mining Lease as provided herein.



NOW THIS AGREEMENT WITNESSES —

1.



Subject to the context words and phrases used in this Agreement have the

same meanings respectively as they have in and for the purpose of the

Principal Agreement.



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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

Schedule 4

Second supplementary agreement



2.



The State shall introduce and sponsor a Bill in the Parliament of Western

Australia to ratify this Agreement and endeavour to secure its passage as

an Act prior to 30 June 2002 or such later date as the parties hereto may

agree.



3.



(1)



The provisions of this Agreement other than this Clause and

Clauses 1 and 2 shall not commence to operate until the Bill

referred to in Clause 2 has been passed by the Parliament of

Western Australia and comes into operation as an Act.



(2)



If before 30 June 2002 or such later date as may be agreed pursuant

to Clause 2 the said Bill has not come into operation as an Act then

unless the parties hereto otherwise agree this Agreement shall

cease and determine and no party hereto shall have any claim

against any other party hereto with respect to any matter or thing

arising out of done performed or omitted to be done or performed

under this Agreement.



(3)



On the said Bill coming into operation as an Act all provisions of

this Agreement shall operate and take effect notwithstanding the

provisions of any Act or law.



4.



5.



In clauses 5 and 6 of this Agreement, “Sale Date” means the date on

which the Ellendale Mining Lease is transferred by the Joint Venturers

to —

(a)



Kimberley Diamond Company NL (ACN 061 899 634) pursuant to

the Asset Sale Agreement dated 5 September 2001 and made

between Argyle Diamond Mines Pty Limited (ACN 008 912 418)

as manager for the Argyle Diamond Mines Joint Venture, the Joint

Venturers and the said Kimberley Diamond Company NL;



(b)



any other party that the Minister responsible for the administration

of the Principal Agreement shall consent to.



Subject to Clause 6 of this Agreement, the Principal Agreement and the

Ellendale Mining Lease are respectively varied with effect on and from

the Sale Date as follows —

(A)



The Principal Agreement:

(1)



Clause 1 —

(a)



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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

Schedule 4

Second supplementary agreement



(b)



in the definition of “mining leases” —

(i)



by amending the definition to be a definition of

“mining lease”;



(ii)



by deleting “or mining leases”; and



(iii)



by deleting “Clauses 15 and 18” and

substituting the following —

“Clause 15”;



(c)



in the definition of “ore”, by deleting “leases” and

substituting the following —

“lease”;



(d)



in the definition of “relevant town” —

(i)



by deleting “and the Ellendale mining area

respectively”; and



(ii)



by deleting “in either case”.



(2)



by deleting Clause 9.



(3)



by deleting Clause 18.



(4)



by deleting Clause 19.



(5)



Clause 20 —

by deleting “or the Ellendale mining area”.



(6)



Clause 21 —

(i)



by deleting subclause (2);



(ii)



in subclause (3), by deleting “subclauses (1) and (2)”

and substituting the following —

“subclause (1)”.



(7)



by deleting Clause 23.



(8)



Clause 24A —

(i)



As at 18 Mar 2011



by deleting “and the Ellendale mining area

respectively”; and

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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

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Second supplementary agreement



(ii)

(9)



by deleting “relevant” in both cases where it occurs in

paragraph (a).



Clause 32 —

by deleting “leases” and substituting the following —

“lease”.



(10) Clause 37(1)(a) —

by deleting “leases” and substituting the following —

“lease”.

(11) Clause 37(2) —

by deleting “leases” and substituting the following —

“lease”.

(12) Clause 37(3)(a)

by deleting “leases” and substituting the following —

“lease”.

(13) Clause 41(1)(a)(i) —

by deleting “leases” and substituting the following —

“lease”.

(14) Clause 42 —

in subclauses (1)(a) and (2), by deleting “leases” and

substituting the following —

“lease”.

(B)



The Ellendale Mining Lease:

(1)



in the heading, by deleting the following —

“Diamond (Ashton Joint Venture) Agreement

Act 1981”.



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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

Schedule 4

Second supplementary agreement



(2)



in the body of the lease —

(i)



by deleting “(except as otherwise provided by the

Agreement described in the Second Schedule to this

lease)”.



(ii)



by deleting “subject to the Agreement”.



(iii)



by deleting “except as otherwise provided by the

Agreement”.



(iv)



by deleting “for the time being and from time to time”

and substituting the following —

“and royalties for the time being and from time

to time respectively”.



(v)



by deleting “and the royalties as provided in the

Agreement with the right during the currency of the

Agreement and in accordance with the provisions of

the Agreement to take successive renewals of the term

each for a further period of 21 years upon the same

terms and conditions subject to the sooner

determination of the said term upon cessation or

determination of the Agreement PROVIDED

ALWAYS that this lease and any renewal thereof

shall not be determined or forfeited otherwise than in

accordance with the Agreement.”.



(3)



by deleting the Second Schedule.



(4)



by inserting at the end of the Third Schedule the

following —



“The boundary of the land being identical to the external boundaries of the

following former contiguous surveyed mineral claims:

04/2230



04/2277



04/2308



04/2731



04/10420



04/10439



04/2231



04/2278



04/2309



04/2732



04/10421



04/10440



04/2232



04/2279



04/2310



04/2733



04/10422



04/10441



04/2233



04/2283



04/2311



04/2736



04/10423



04/10442



04/2234



04/2284



04/2419



04/5270



04/10424



04/10443



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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

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Second supplementary agreement



04/2235



04/2285



04/2420



04/9016



04/10425



04/10444



04/2236



04/2286



04/2421



04/9022



04/10426



04/10445



04/2238



04/2287



04/2470



04/9023



04/10427



04/10446



04/2239



04/2289



04/2471



04/9024



04/10428



04/10447



04/2240



04/2290



04/2472



04/9025



04/10429



04/10448



04/2241



04/2291



04/2474



049028



04/10430



04/10449



04/2242



04/2292



04/2475



04/9029



04/10431



04/10450



04/2243



04/2293



04/2476



04/9030



04/10432



04/10451



04/2244



04/2302



04/2477



04/9031



04/10433



04/10452



04/2246



04/2303



04/2480



04/10415



04/10434



04/10456



04/2247



04/2304



04/2481



04/10416



04/10435



04/10457



04/2249



04/2305



04/2582



04/10417



04/10436



04/10458



04/2250



04/2306



04/2583



04/10418



04/10437



04/10735



04/2269



04/2307



04/2584



04/10419



04/10438



04/10736.”.



(5)



by deleting Conditions 8 and 9 of the Schedule of

Conditions attached to the lease.



6.



From and including the Sale Date the Ellendale Mining Lease (as amended

by this Agreement) shall continue in force and effect under and subject to the

Mining Act 1978 (notwithstanding the provisions of section 73 of that Act

restricting the area of land in respect of which a mining lease may be

granted) and the provisions of the Principal Agreement shall no longer apply

to the Ellendale Mining Lease which shall thenceforth be assigned to the

West Kimberley Mineral Field and be designated Mining Lease 04/372 on

the tenement register maintained under the Mining Act 1978 in lieu of the

designation Mining Lease No. 275SA.



7.



If the transfer of the Ellendale Mining Lease referred to in Clause 4 of

this Agreement is not effected by 31 December 2002 or such later date as

the parties hereto may agree, this Agreement shall on that date cease and

thenceforth have no effect.



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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

Schedule 4

Second supplementary agreement



IN WITNESS WHEREOF this Agreement has been executed by the parties

as a Deed.

SIGNED by THE HONOURABLE

GEOFFREY IAN GALLOP in the

presence of:



)

)

)



Geoff Gallop



)

)

)



C.S.



C M Brown

Minister for State Development

THE COMMON SEAL of

CAPRICORN DIAMONDS LIMITED

is affixed to this document in the presence of:

Director T J Appleby

Secretary/Director Francis T Hoare

THE COMMON SEAL of

ASHTON ARGYLE HOLDINGS PTY

LIMITED is affixed to this document:

in the presence of:



)

)

)

)



C.S.



Director T J Appleby

Secretary/Director Francis T Hoare

THE COMMON SEAL of

AML NOMINEES LIMITED

is affixed to this document:

in the presence of:



)

)

)

)



C.S.



Director E W J Tyler

Secretary/Director T J Appleby

[Schedule 4 inserted: No. 39 of 2001 s. 7.]



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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

Schedule 5

Third supplementary agreement



Schedule 5 — Third supplementary agreement

[s. 2]

[Heading inserted: No. 37 of 2008 s. 6.]

2008



THE HONOURABLE ALAN JOHN CARPENTER

PREMIER OF THE STATE OF WESTERN AUSTRALIA



AND



ARGYLE DIAMONDS LIMITED

ACN 009 102 621



AND



RIO TINTO DIAMONDS LIMITED



DIAMOND (ARGYLE DIAMOND MINES JOINT VENTURE)

AGREEMENT 1981



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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

Schedule 5

Third supplementary agreement



RATIFIED VARIATION AGREEMENT



[Solicitor’s details]



THIS AGREEMENT is made this 21st day of May 2008

BETWEEN

THE HONOURABLE ALAN JOHN CARPENTER MLA., Premier of the

State of Western Australia acting for and on behalf of the said State and its

instrumentalities from time to time (State)

AND

ARGYLE DIAMONDS LIMITED ACN 009 102 621 of 2 Kings Park Road,

West Perth, Western Australia (Company)

AND

RIO TINTO DIAMONDS LIMITED (Company No. 05266164) a company

incorporated in the United Kingdom and having its registered office at

2 Eastbourne Terrace, London, England (RTDL).

RECITALS

A.



The State and the Company are now the parties to the agreement dated

17 November 1981 which was ratified by and is scheduled to the

Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

and which as subsequently varied is referred to in this Agreement as the

“Principal Agreement”.



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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

Schedule 5

Third supplementary agreement



B.



The Company proposes to continue its mining operations under the

Principal Agreement by undertaking underground mining operations.

The State for the purpose of supporting a continuation of the Company’s

mining operations under the Principal Agreement and employment

opportunities generally in the Kimberley region of Western Australia has

agreed to grant to the Company certain royalty and other concessions.



C.



The Company and RTDL propose that RTDL be permitted to undertake

the sorting and marketing of diamonds produced from the areas the

subject of the Principal Agreement. The State has agreed to permit

RTDL to do so on certain terms and conditions including RTDL

becoming a party to the Principal Agreement.



D.



The State, the Company and RTDL wish to vary the Principal Agreement

to address the matters referred to in recitals B and C.



THE PARTIES AGREE AS FOLLOWS:

1.



Subject to the context, the words and expressions used in this Agreement

have the same meanings respectively as they have in and for the purpose

of the Principal Agreement.



2.



The State shall introduce and sponsor a Bill in the Parliament of Western

Australia to ratify this Agreement and endeavour to secure its passage as

an Act prior to 31 December 2008 or such later date as the parties may

agree.



3.



(1)



Clause 4 shall not come into operation until the said Bill referred

to in clause 2 is passed by the Parliament of Western Australia and

comes into operation as an Act.



(2)



If by 31 December 2008 or such later date as may be agreed

pursuant to clause 2 the said Bill has not come into operation as an

Act then unless the parties hereto otherwise agree this Agreement

shall cease and determine and no party hereto shall have any claim

against any other party hereto with respect to any matter or thing

arising out of done performed or omitted to be done or performed

under this Agreement.



(3)



On the said Bill coming into operation as an Act all the provisions

of this Agreement will operate and take effect despite any

enactment or other law.



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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

Schedule 5

Third supplementary agreement



4.



The Principal Agreement is hereby varied as follows:

(1)



in clause 1:

(a)



by inserting the following new definitions in their

appropriate alphabetical positions:

“primary cleaning and sizing” means the removal of all

non-diamond material from the surface of rough diamonds

by chemical means and their classification after such

cleaning into size categories as required by subclause (1) of

Clause 30;

“RTDL” means Rio Tinto Diamonds Limited (Company

No. 05266164) a company incorporated in the United

Kingdom and having, at the date of the variation agreement

made on or about 22 May 2008 between the State, the Joint

Venturers and RTDL, its registered office at 2 Eastbourne

Terrace, London, England and in which term shall be

included its successors and permitted assigns;

“variation date” means the date on which the Bill to ratify

the variation agreement made on or about 22 May 2008

between the State, the Joint Venturers and RTDL comes into

operation as an Act;



(b)



by deleting “parties hereto” in the definition of “Argyle

mining area” and substituting “State and the Joint

Venturers”;



(c)



by deleting “parties” in the definition of “private road” and

substituting “State and the Joint Venturers”; and



(d)



in the definition of “sorting”:



As at 18 Mar 2011



(i)



by deleting “any” and substituting “primary cleaning

and sizing and other”; and



(ii)



by inserting “but does not include such primary

cleaning and sizing and other necessary cleaning”

after “value”;



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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

Schedule 5

Third supplementary agreement



(2)



in clause 4 by inserting the following new subclause:

“(4) From and including the variation date RTDL shall be

deemed to be a party to this Agreement with the State and

the Joint Venturers.”;



(3)



in clause 6 by inserting the following new subclauses:

“(7) The Joint Venturers may from time to time during the

continuance of this Agreement after the variation date sell

transfer or dispose of to RTDL unsorted rough diamonds

produced pursuant to this Agreement for sorting and

marketing by RTDL rather than by the Joint Venturers,

provided that:



(8)



page 124



(a)



the approvals of the Minister and the Minister for

Mines referred to in subclauses (3)(c)(ii) and (iii)

respectively of Clause 30 have been given and

RTDL’s proposed arrangements with respect to the

sorting of such rough diamonds are otherwise in

accordance with subclauses (3)(c)(i), (ii) and (iii) of

Clause 30; and



(b)



RTDL’s proposed arrangements for the marketing of

such diamonds as sorted rough diamonds have been

first submitted by it to, and approved of by, the

Minister in accordance with this Clause. The

provisions of subclauses (2) – (6) inclusive of this

Clause shall apply mutatis mutandis to the

submission, approval, modification, expansion or

other variation of and implementation by RTDL of

arrangements for the marketing by it of such sorted

rough diamonds and as if references in those

subclauses to the Joint Venturers were to RTDL.



The Joint Venturers may from time to time during the

continuance of this Agreement after the variation date sell

transfer or dispose of to RTDL sorted rough diamonds

produced pursuant to this Agreement for marketing by

RTDL rather than by the Joint Venturers provided that

RTDL’s proposed arrangements for the marketing of such

sorted rough diamonds have been first submitted by it to, and

approved of by, the Minister in accordance with this Clause.

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Schedule 5

Third supplementary agreement



The provisions of subclauses (2) – (6) inclusive of this

Clause shall apply mutatis mutandis to the submission,

approval, modification, expansion or other variation of and

implementation by RTDL of arrangements for the marketing

by it of such sorted rough diamonds and as if references in

those subclauses to the Joint Venturers were to RTDL.”;

(4)



in clauses 13(2) and (6) by deleting “parties” and substituting

“State and the Joint Venturers”;



(5)



in clause 15(1) by deleting “the Schedule” and substituting

“Schedule 1”;



(6)



in clause 21(7) by deleting “parties” and substituting “State and

the Joint Venturers”;



(7)



in clause 22:



(8)



(a)



by deleting “parties” in subclauses (1), (4) and (8) and

substituting “State and the Joint Venturers”; and



(b)



by deleting “parties hereto” in subclause (10) and

substituting “State and the Joint Venturers”;



in clause 29(1)(a):

(a)



by inserting the following new definitions in their

appropriate alphabetical positions:

“Bank” means a body corporate that is authorised under the

Banking Act 1959 of the Commonwealth to carry on banking

business as defined in that Act;

“bank undertaking” means an unconditional and irrevocable

undertaking issued by a Bank (first approved of by the

Minister for Mines) in favour of the State to pay on demand

to the State any amounts from time to time demanded by the

Minister for Mines up to the specified limit of the

undertaking and in a form approved by the Minister for

Mines but substantially in the form contained in Schedule 2;

“Banker’s Undertaking 2007” means the undertaking issued

on 7 May 2007 by Australia and New Zealand Banking

Group Limited in favour of the State;



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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

Schedule 5

Third supplementary agreement



“milestone achievement date” means the date on which the

milestone event occurs;

“milestone deadline” means 30 June 2009 or such later date

as the Minister may before that date approve;

“milestone event” means first blasting of the undercut to

commence the caving process by which the underground

mining operations the subject of proposals approved by the

Minister pursuant to this Agreement on 13 January 2006 is to

occur;

(b)



in the definition of “allowable deductions”:

(i)



by inserting “or RTDL” in subparagraphs (i),

(ii), (iii), (iv) and (vi) after each reference to

“the Joint Venturers”; and



(ii)



by inserting “, primary cleaning and sizing” in

subparagraph (i) after each reference to

“mining, recovery”; and



(iii) by inserting “, primary cleaning and sizing,” in

subparagraph (ii) after “mining, recovery”;

(c)



(d)



in the definition of “allowable f.o.b. revenue costs”:

(i)



by inserting “by the Joint Venturers or RTDL”

after “sorted rough diamonds”; and



(ii)



by inserting “or RTDL” after “paid by the Joint

Venturers”;



in the definition of “sales value”:

(i)



by inserting in subparagraph (i):

(A)



page 126



“in respect of the sale, transfer or disposal

of sorted rough diamonds by the Joint

Venturers (other than to RTDL as

permitted under subclause (8) of

Clause 6),” at the beginning of that

subparagraph; and



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(ii)



(B)



“such” after “sale transfer or disposal by

the Joint Venturers of ” ; and



(C)



“(other than to RTDL as permitted under

subclause (8) of Clause 6)” after “sold

transferred or disposed of by the Joint

Venturers”;



by inserting in subparagraph (ii):

(A)



“or RTDL” after the first and second

reference to “the Joint Venturers”; and



(B)



“of the Joint Venturers” after “and where

sorted rough diamonds”;



(iii) by renumbering subparagraph (ii) as

subparagraph (iii) and inserting the following

new subparagraph:

“(ii) in respect of the sale, transfer or disposal

of sorted rough diamonds by RTDL

(including without limitation those sold

transferred or disposed of to it by the

Joint Venturers as permitted under

subclause (8) of Clause 6), the greater of

the gross sales revenue from the sale

transfer or disposal by RTDL of such

sorted rough diamonds on an arms length

basis or the fair and reasonable market

value on an arms length basis of sorted

rough diamonds sold transferred or

disposed of by RTDL (including without

limitation those sold transferred or

disposed of to it by the Joint Venturers as

permitted under subclause (8) of

Clause 6) as determined by the Minister

after consultation with RTDL; and”;

(9)



in clause 29(1) by inserting the following new paragraphs:

“(e) (i)



As at 18 Mar 2011



A reference to a sales value, or a price, of sorted

rough diamonds is to be treated as a reference to that

value or price, reduced by an amount equal to the net

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GST (if any) payable on the supply to which the value

or price relates.

(ii)



A reference to the value of sorted rough diamonds at a

particular point in its production (other than its

supply), or in a particular form, is to be treated as a

reference to that value, reduced by an amount equal to

the amount of GST that would be payable if the

diamonds were supplied at that point, or in that form.



(iii)



If, when determining a value or price of sorted rough

diamonds an amount (an “expense”) that relates to

obtaining the diamonds may be deducted from another

amount, the amount that may be deducted is reduced

by an amount equal to the net input tax credit (if any)

that arises in relation to the expense.



(iv)



The “net input tax credit” that arises in relation to an

expense is:



(v)



(f)



page 128



(a)



the input tax credit that arises in relation to that

expense; plus



(b)



the sum of any decreasing adjustments in

relation to that expense; minus



(c)



the sum of any increasing adjustments in

relation to that expense.



In this paragraph (e), “decreasing adjustment”,

“GST”, “increasing adjustment”, “input tax credit”,

“net GST” and “supply” have the respective meanings

given by section 195-1 of the A New Tax System

(Goods and Services Tax) Act 1999 of the

Commonwealth.



Where, for the purposes of determining the amount of

royalty payable for sorted rough diamonds, it is necessary to

convert an amount or a price to Australian currency, the

conversion is to be calculated using a rate that has been

approved by the Minister at the request of the Joint

Venturers and in the absence of such request as determined

by the Minister to be a reasonable rate for the purpose.”;



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(10)



in clause 29(2) by deleting “The” and substituting “Subject to

subclauses (2a), (2b) and (2c) of this Clause, the”;



(11)



by inserting the following new subclauses (2a) – (2e) after

clause 29(2):

“Underground Mining Royalty Concession

(2a) Subject to subclauses (2b) and (2c) of this Clause, the Joint

Venturers shall each year after 31 December 2005 during the

continuance of this Agreement:

(a)



remain liable to pay to the State in respect of

diamonds from the areas the subject of this

Agreement royalty at the relevant rate specified in

subclause (2) of this Clause;



(b)



pay to the State on account of that royalty liability an

amount equal to 5% of the f.o.b. revenue for that year;

and



(c)



provide to the State bank undertakings in accordance

with subclause (2d) of this Clause.



(2b) If the milestone event occurs on or before the milestone

deadline:



As at 18 Mar 2011



(a)



the Joint Venturers shall each year after the milestone

achievement date during the continuance of this

Agreement pay to the State in respect of diamonds

from the areas the subject of this Agreement a royalty

payment in an amount equal to 5% of the f.o.b.

revenue for that year;



(b)



the Joint Venturers shall in respect of each year that

the royalty payment arrangements set out in

subclause (2a) of this Clause applied be deemed

released from liability under this Clause to pay royalty

over and above the amount payable by them pursuant

to paragraph (b) of subclause (2a) of this Clause;



(c)



Venturers’ obligation under paragraph (c) of

subclause (2a) of this Clause shall cease to apply; and



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(d)



the State shall return all bank undertakings provided

to it in accordance with subclause (2d) of this Clause

which are then held by it to the Bank or Banks who

provided them and notify the Bank or Banks that they

are no longer required.



(2c) If the milestone event does not occur by the milestone

deadline:



page 130



(a)



the royalty payment arrangements set out in

subclause (2a) of this Clause shall continue to apply in

respect of the year during which the milestone

deadline was to occur but in respect of each following

year during the continuance of this Agreement the

Joint Venturers shall resume payment of the royalty

payable by them under subclause (2) of this Clause

(subject to subclause (3) of this Clause) at the times

and in the manner they were formerly required to do

so by this Clause; and



(b)



the Joint Venturers shall on lodgement of the annual

return pursuant to subclause (5) of this Clause for the

year during which the milestone deadline was to

occur, pay to the State the aggregate amount of unpaid

royalty for which they are liable under this Clause in

respect of the years commencing after

31 December 2005 and ending at the end of that year.

If on the basis of an audit pursuant to this Clause of

the Joint Venturers’ returns relating to that period the

Minister for Mines determines that the amount so paid

by the Joint Venturers is less than the amount owed

by them, the difference shall be paid by the Joint

Venturers to the State within 7 days of demand by the

Minister for Mines. In the event that the Joint

Venturers fail to comply with this paragraph (b) the

State may enforce the bank undertakings provided to

it pursuant to subclause (2d) of this Clause which it

then holds. Enforcement of such bank undertakings

shall not release the Joint Venturers from liability to

pay to the State upon demand by the Minister the

difference referred to above to the extent it exceeds



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the amount recovered by the State in enforcing the

bank undertakings; and



(2d)



(c)



as soon as practicable after the State has received all

outstanding royalties as referred to in paragraph (b)

above it shall return all bank undertakings provided to

it pursuant to subclause (2d) of this Clause which it

then still holds but has not enforced to the Bank or

Banks who provided them and notify the Bank or

Banks that they are no longer required.



(a)



As security for the payment by the Joint Venturers to

the State in respect of the years to which the royalty

payment arrangements set out in subclause (2a) of this

Clause apply of the difference between their royalty

liability under subclause (2) of this Clause and the

amount payable by them on account of that royalty

liability pursuant to paragraph (b) of subclause (2a) of

this Clause, the Joint Venturers shall provide bank

undertakings to the State in accordance with this

subclause (2d).



(b)



The Joint Venturers shall before the date occurring

14 days after the variation date provide to the State a

bank undertaking in an amount equal to the difference

between:

(i)



the aggregate of the amounts estimated in

accordance with paragraph (a) of subclause (5)

of this Clause as the amount of royalty the

Joint Venturers are liable under subclause (2)

of this Clause to pay in respect of the diamonds

the subject of their return for the quarter ended

31 March 2006 and for each subsequent quarter

expiring before the variation date; and



(ii)



the aggregate amount of royalty payable by the

Joint Venturers in respect of those quarters

pursuant to paragraph (b) of subclause (2a) of

this Clause.



Upon receipt of that bank undertaking the State shall

promptly return the Banker’s Undertaking 2007 to

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Australia and New Zealand Banking Group Limited

and refund to the Joint Venturers any royalties paid by

them in respect of the abovementioned quarters in

excess of the royalties payable by them in respect of

those quarters pursuant to paragraph (b) of

subclause (2a) of this Clause.



(2e)



page 132



(c)



The Minister for Mines may at any time or times

during the application of the royalty payment

arrangements set out in subclause (2a) of this Clause

require the Joint Venturers to furnish replacement or

additional security by way of bank undertaking so as

to enable the State to at all times hold security in an

amount equal to the then difference between the Joint

Venturers’ aggregate royalty liability under

subclause (2) of this Clause and the aggregate of the

amounts payable by them on account of that liability

pursuant to paragraph (b) of subclause (2a) of this

Clause. The Joint Venturers shall within 14 days after

written request from the Minister for Mines furnish to

the State replacement or additional security by way of

bank undertaking in such amount as the Minister for

Mines shall nominate for the purposes of this

subclause (2d). On receipt of an approved

replacement security the State shall release and

discharge the original security.



(a)



For the purposes of determining whether or not the

milestone event has occurred by the milestone

deadline, the Joint Venturers:

(i)



may at least 30 days prior to the date on which

the Joint Venturers consider the milestone

event will occur, notify the Minister for Mines

in writing of the date on which they consider

the milestone event will occur; and



(ii)



shall within 7 days after the date upon which

the Joint Venturers consider the milestone

event has occurred and in any event by no later

than the milestone deadline, notify the Minister



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for Mines in writing of the date of and the

occurrence of the milestone event.

If the Joint Venturers fail to give notification by the

milestone deadline in accordance with

subparagraph (ii), the milestone event shall be deemed

to not have occurred by the milestone deadline.



As at 18 Mar 2011



(b)



Within 14 days after receipt of notification in

accordance with paragraph (a)(i) the Minister for

Mines shall appoint (at the State’s expense) a suitably

qualified mining engineer to consult with the Joint

Venturers about the achievement of the milestone

event and what (if any) additional measures the Joint

Venturers need to take to achieve the milestone event.

The Joint Venturers will co-operate fully with such

person and provide that person with such access to the

mining lease and records of the Joint Venturers as that

person may reasonably require for the purpose of the

consultation.



(c)



Within 14 days after receipt of notification in

accordance with paragraph (a)(ii), the Minister for

Mines may appoint (at the State’s expense) a suitably

qualified mining engineer to verify within 14 days

after being appointed whether or not the milestone

event has occurred. The Joint Venturers will

co-operate fully with such person and provide that

person with such access to the mining lease and

undercut and records of the Joint Venturers as that

person may reasonably require to enable verification.

If after receipt of notification in accordance with

paragraph (a)(ii) the Minister for Mines does not

appoint a person under this paragraph (c), the

milestone event shall be deemed to have occurred on

the date notified by the Joint Venturers in accordance

with paragraph (a)(ii).



(d)



The Minister for Mines shall advise the Joint

Venturers of the conclusion of the person appointed

under paragraph (c) within 7 days of the Minister for



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Mines being advised of it. If that person concludes

that the milestone event was not achieved:



(12)



(i)



then if the milestone deadline has not passed,

the Joint Venturers may take further steps to

achieve the milestone event by the milestone

deadline and in which case the provisions of

paragraphs (a)(ii) and (c) shall continue to

apply; or



(ii)



if the Joint Venturers wish to dispute that

conclusion they may within 28 days after being

notified of the conclusion refer the dispute to

arbitration in accordance with the provisions of

Clause 49.”;



in clause 29(3) by inserting the following new paragraphs:

“(d) Paragraphs (b) and (c) shall not apply in respect of the years

that the royalty payment arrangements referred to in

subclause (2a) of this Clause apply.

(e)



(13)



If the milestone event occurs by the milestone deadline,

paragraphs (a), (b) and (c) shall cease to apply.”;



in clause 29(4):

(a)



by deleting “parties” in paragraph (b) and substituting “State

and the Joint Venturers”; and



(b)



by inserting the following new paragraph:

“(c)



(14)



in clause 29(5):

(a)



in paragraph (a) by deleting all the words after “a return in a

form approved by the Minister for Mines” and substituting a

colon followed by:

“(i)



page 134



This subclause shall not apply in respect of or during

the years that the royalty payment arrangements

referred to in subclause (2a) of this Clause apply.”;



showing the quantity, value, allowable f.o.b. revenue

costs and such other details (including estimated costs

of production and claimed deductions itemised) as the

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Minister for Mines may require of diamonds on which

royalty has accrued payable hereunder during, in

respect of the return for the quarter ending 31st

March, 1982, the period from the commencement date

to 31st March, 1982 and thereafter, during the quarter

immediately preceding the due date of the return and

estimating the amount of royalty paid and payable in

respect of such diamonds including in respect of the

years that the royalty payment arrangements set out in

subclause (2a) of this Clause apply, pursuant to

paragraph (b) of that subclause; and



As at 18 Mar 2011



(ii)



in respect of each quarter occurring after the variation

date, showing the RTDL information specified below

and such other details as the Minister for Mines may

from time to time require with respect to unsorted

rough diamonds which the Joint Venturers have sold

transferred or disposed of to RTDL for sorting and

marketing by RTDL and to sorted rough diamonds

which the Joint Venturers have sold transferred or

disposed of to RTDL for marketing; and



(iii)



showing the opening and closing balance of stocks on

hand of the Joint Venturers including rough diamonds

being sorted for the Joint Venturers; and



(iv)



in respect of each quarter occurring after the variation

date and in relation to unsorted rough diamonds

produced pursuant to this Agreement and which were

sold transferred or disposed of by the Joint Venturers

to RTDL for sorting and marketing by RTDL rather

than by the Joint Venturers, showing the opening and

closing stocks on hand of RTDL; and



(v)



in respect of each quarter occurring after the variation

date and in relation to sorted rough diamonds

produced pursuant to this Agreement and which were

sold transferred or disposed of by the Joint Venturers

to RTDL for marketing by RTDL, showing the

opening and closing stocks on hand of RTDL.



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The Joint Venturers, if required by the Minister for Mines,

shall consult with him with respect to such abovementioned

estimates of royalty and revise such estimates if required on

the basis of actual quarterly sales. Royalty at the applicable

rate (as defined below) shall be payable on the due date and

shall be paid by the Joint Venturers on the amount of the

estimate or other amount agreed between the Joint Venturers

and the Minister for Mines within 45 days of the due date.

For the purposes of this paragraph (a) “the applicable rate”

means:

(A)



in respect of the years that the royalty payment

arrangements set out in subclause (2a) of this Clause

apply, 5% of the f.o.b. revenue;



(B)



in respect of the years referred to in paragraph (a) of

subclause (2b) of this Clause, 5% of the f.o.b.

revenue; and



(C)



otherwise at the rate specified in subclause (2) of this

Clause.



For the purposes of this paragraph (a) “RTDL information”

means:



page 136



(A)



the quantity of unsorted rough diamonds sold

transferred or disposed of by the Joint Venturers to

RTDL for sorting and marketing by RTDL;



(B)



the quantity of unsorted rough diamonds sent by the

Joint Venturers to RTDL during the quarter for

sorting on behalf of the Joint Venturers;



(C)



the quantity of sorted rough diamonds sold transferred

or disposed of by the Joint Venturers to RTDL for

marketing by RTDL;



(D)



the quantity of sorted rough diamonds received by the

Joint Venturers from RTDL during the quarter being

diamonds that the Joint Venturers sent to RTDL for

sorting on their behalf;



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(15)



(E)



copies of the sales invoices for sorted rough diamonds

sold by RTDL during the quarter; and



(F)



details of RTDL costs (and supporting

documentation) claimed by the Joint Venturers as

allowable deductions or allowable f.o.b. revenue

costs.”;



(b)



in paragraph (b) by inserting “(including without limitation

sales transfers or disposals by RTDL (after sorting) of

unsorted rough diamonds sold transferred or disposed of by

the Joint Venturers to it for sorting and marketing and of

sorted rough diamonds sold transferred or disposed of by the

Joint Venturers to it for marketing)” after “during the year of

return.”;



(c)



by deleting “Where” at the beginning of paragraph (c) and

substituting “Subject to paragraph (d), where”;



(d)



by inserting the following new paragraphs (d) and (e):

“(d)



In respect of the years that the royalty payment

arrangements set out in subclause (2a) of this Clause

apply and of the years after the milestone achievement

date, the references in paragraph (c) of this

subclause (5) to “estimated royalty” and “royalty

payable for that period” shall be to the royalty payable

by the Joint Venturers pursuant to paragraph (b) of

subclause (2a) of this Clause.



(e)



RTDL covenants with the Joint Venturers and with

the State that it will promptly provide to the Joint

Venturers all such information as shall be required to

enable the Joint Venturers to comply with their

obligations under paragraphs (a) and (b).”;



in clause 29(7):

(a)



by deleting the opening words of paragraph (a) before

subparagraph (i) and substituting:

“The Joint Venturers and RTDL shall permit the Minister for

Mines or his nominee or as the case may be ensure that the

Minister for Mines or his nominee are permitted:”;



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(b)



(c)



(d)

(16)



in paragraph (a)(i):

(i)



by inserting “, RTDL” after the first reference to the

“Joint Venturers”;



(ii)



by inserting “or on behalf of any one or more of

them,” after “any person acting on their behalf”; and



(iii)



by inserting “or RTDL” after the second reference to

the “Joint Venturers”;



in paragraph (a)(ii):

(i)



by inserting “or RTDL” after the first reference to the

“Joint Venturers”;



(ii)



by inserting “(within or outside the said State)” after

“all other areas and facilities”; and



(iii)



by inserting “or RTDL (being diamonds produced

from the areas the subject of this Agreement)” after

the second reference to the “Joint Venturers”; and



in paragraph (b) by deleting “this paragraph” and

substituting “paragraph (a)”;



in clause 29(10):

(a)



by deleting the heading to this clause and substituting:

“Sorting, Valuation and Auditing Procedures”;



(b)



(c)



page 138



in paragraph (a):

(i)



by inserting “and RTDL” after “Joint Venturers”; and



(ii)



by deleting “its” and substituting “their (or of their

agent’s or contractor’s as the case may be) respective

sorting”; and



in paragraph (b) by inserting “or RTDL as the case may be”

after “Joint Venturers”;



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(17)



by deleting clause 30 and the heading to that clause and

substituting the following new clause and heading:

“Primary cleaning and sizing, cutting and polishing and

sorting of rough diamonds

30. (1)



During the continuance of this Agreement after the

variation date the Joint Venturers shall undertake:

(a)



the primary cleaning and sizing of rough

diamonds from the areas the subject of this

Agreement at the mining lease or at such other

place in the said State approved from time to

time by the Minister; and



(b)



except to the extent otherwise permitted from

time to time by the Minister, the cutting and

polishing of high colour, low inclusion pink

diamonds having an expected polished weight

greater than 0.25 carats in Perth Western

Australia or at such other place in the said State

approved from time to time by the Minister.



The Joint Venturers further undertake that the sizing

of rough diamonds as part of the abovementioned

primary cleaning and sizing shall involve their

classification after cleaning into a minimum of 10 size

categories approved by the Minister. The Minister

may from time to time at the request of the Joint

Venturers approve a reduction in the number of size

categories to below 10.

(2)



As at 18 Mar 2011



(a)



Except to the extent they are permitted under

subclause (7) of Clause 6 to sell transfer or

dispose of unsorted rough diamonds to RTDL,

the Joint Venturers shall undertake or cause to

be undertaken on their behalf (whether in or

outside the said State) the sorting of all rough

diamonds from the areas the subject of this

Agreement before they are sold transferred or

otherwise disposed of by the Joint Venturers.



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(b)



The Joint Venturers shall during the

continuance of this Agreement:

(i)



keep the Minister and the Minister for

Mines fully informed with respect to the

arrangements for the sorting of its rough

diamonds including without limitation as

to the place or places at which such

sorting is being or is to be undertaken;

and



(ii) ensure that the nature and extent of such

sorting will be to a standard and level

reasonably necessary to maximise the

value of its diamonds before sale transfer

or disposal as the case may be as

approved by the Minister; and

(iii) ensure that such sorting is undertaken in

accordance with sorting and auditing

procedures approved by the Minister for

Mines.



(3)



page 140



(c)



If such sorting is to be undertaken outside of the

said State the Joint Venturers must also

comply, or ensure compliance, with such

procedures and provide such information as the

Minister for Mines may from time to time

require to track the rough diamonds produced

from the areas the subject of this Agreement

from the mining lease through to the place or

places at which sorting is being or is to be

undertaken.



(a)



RTDL shall comply with the following

paragraphs in respect of the unsorted rough

diamonds sold transferred or disposed of to it

by the Joint Venturers as permitted under

subclause (7) of Clause 6.



(b)



RTDL shall undertake or cause to be

undertaken on its behalf (whether in or outside

the State) the sorting of all such rough

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diamonds before they are sold transferred or

disposed of by RTDL.

(c)



RTDL shall during the continuance of this

Agreement:

(i)



keep the Minister and the Minister for

Mines fully informed with respect to the

arrangements for the sorting of such

rough diamonds including without

limitation as to the place or places at

which such sorting is being or is to be

undertaken; and



(ii) ensure that the nature and extent of such

sorting will be to a standard and level

reasonably necessary to maximise the

value of its diamonds before sale transfer

or disposal as the case may be as

approved by the Minister; and

(iii) ensure such sorting is undertaken in

accordance with auditing procedures

approved by the Minister for Mines.

(d)



If such sorting is to be undertaken outside of the

said State the Joint Venturers and RTDL must

comply, or ensure compliance, with such

procedures and provide such information as the

Minister for Mines may from time to time

require to track the rough diamonds produced

from the areas the subject of this Agreement

from the mining lease through to the place or

places at which sorting is being or is to be

undertaken.”;



(18) in clause 37:

(a)



As at 18 Mar 2011



by inserting “subclauses (1) – (4) inclusive of ” in

subclause (1) after “Subject to the provisions of ” ; and



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(b)



by inserting the following new paragraphs:

“(5)



Subject to the provisions of subclauses (5) and (6) of

this Clause, RTDL may at any time assign mortgage

charge or dispose of to any company or persons with

the consent of the Minister the whole or any part of

the rights of RTDL hereunder and of the obligations

of RTDL hereunder subject in the case of an

assignment or disposition to the assignee or disponee

(as the case may be) executing in favour of the State

(unless the Minister otherwise determines) a deed of

covenant in a form approved by the Minister to

comply with observe and perform the provisions

hereof on the part of RTDL to be complied with

observed or performed in regard to the matter or

matters the subject of such assignment or disposition.



(6)



Notwithstanding anything contained in or anything

done under or pursuant to subclause (5) of this

Clause, RTDL shall at all times during the currency

of this Agreement be and remain liable for the due

and punctual performance and observance of all the

covenants and agreements on its part contained herein

PROVIDED THAT the Minister may agree to release

RTDL or any party comprising RTDL from such

liability where he considers such release will not be

contrary to the interests of the State.”;



(19) in clause 38(1):

(a)



by deleting “The parties” and substituting “The State and the

Joint Venturers”; and



(b)



by inserting the following new sentence at the end of it:

“After the variation date and while RTDL is a party to this

Agreement its agreement shall be required to add to

substitute for cancel or vary all or any of the provisions of

this Agreement.”;



(20) in clause 40 by inserting the following sentence at its end:

“This clause shall not apply to any extension of the milestone

deadline as defined in subclause (1) of Clause 29 otherwise than as

contemplated by that definition.”;

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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

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(21) in clause 41(1):

(a)



(b)



by inserting in paragraph (a)(i):

(i)



“(including without limitation to provide bank

undertakings to the State in accordance with

subclause (2d) of Clause 29)” after “State herein”;

and



(ii)



by inserting “or pursuant to” after “assigned under”;

and



by inserting “; or” after paragraph (b) followed by:

“(c)



(i)



RTDL makes default which the State considers

material in the due performance or observance

of any of the covenants or obligations to the

State herein and on its part to be observed or

performed; or



(ii)



RTDL abandons or repudiates this Agreement

or its operations under this Agreement,



and within a period of 180 days after notice is given

by the State as provided in subclause (2) of this

Clause or, if the default or abandonment is referred to

arbitration, then within the period mentioned in

subclause (3) of this Clause:



(d)



As at 18 Mar 2011



(A)



such default is not remedied or such operations

resumed; or



(B)



the Joint Venturers do not cease selling

transferring or disposing of to RTDL rough

diamonds produced pursuant to this Agreement

for marketing or for sorting and marketing by

RTDL as the case may be rather than by the

Joint Venturers and resume such sorting and

marketing activities themselves; or

RTDL goes into liquidation (other than a

voluntary liquidation for the purpose of

reconstruction) and unless within 3 months

RTDL’s interest is assigned to an assignee

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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

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approved by the Minister under Clause 37 or

the Joint Venturers cease selling transferring or

disposing of to RTDL rough diamonds

produced pursuant to this Agreement for

marketing or for sorting and marketing by

RTDL as the case may be rather than by the

Joint Venturers and resume such sorting and

marketing activities themselves,”; and

(c)



by inserting “and to RTDL” after “the Joint Venturers”

where that reference appears last in subclause (1);



(22) in clause 41(2):

(a)



by inserting “to RTDL and” after “given to the Joint

Venturers and”;



(b)



by inserting “and RTDL’s” after “time being of the Joint

Venturers”; and



(c)



by inserting “or RTDL (as the case may be) or” after “State

by the Joint Venturers”;



(23) in clause 41(3)

(a)



by inserting “and RTDL” after each reference to “Joint

Venturers” in paragraphs (a) and (b); and



(b)



by deleting “(a) and (b)” and substituting “(a), (b), (c) or (d)

as the case may be”;



(24) in clause 42(1):

(a)



(b)



page 144



in paragraph (a):

(i)



by inserting “and of RTDL” after the first reference to

“Joint Venturers”;



(ii)



by deleting “either” and substituting “any”; and



(iii)



by inserting “or bank undertaking” after “indemnity”;



by deleting “neither of the parties hereto” in paragraph (c)

and substituting “none of the State, the Joint Venturers or

RTDL”;



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(25) in clauses 42(3) and 43(2) by deleting “parties” and substituting

“State and the Joint Venturers”;

(26) in clause 47 by deleting “either” and substituting “each”;

(27) in clause 49:

(a)



by deleting subclause (1) and inserting the following new

subclause:

“(1)



(b)



Any dispute or difference between the State and either

or both of the Joint Venturers and RTDL arising out

of or in connection with this Agreement the

construction of this Agreement or as to the rights,

duties or liabilities of any of them hereunder or as to

any matter to be agreed upon between the State and

either or both of the Joint Venturers and RTDL under

this Agreement shall in default of agreement between

those having the dispute or difference and in the

absence of any provision in this Agreement to the

contrary be referred to the arbitration of two

arbitrators one to be appointed by the State and the

other by the Joint Venturers and RTDL (or if only one

of them is having the dispute or difference with the

State then that one) the arbitrators to appoint their

umpire before proceeding in the reference and every

such arbitration shall be conducted in accordance with

the provisions of the Commercial Arbitration

Act 1985”; and



in subclause (3) by deleting “either of the” and substituting

“the State or the other party or”;



(28) in clause 50:

(a)



by inserting “and RTDL” after “The Joint Venturers”; and



(b)



by inserting “or RTDL” after “the Joint Venturers”;



(29) in clause 51 by inserting “(and if by RTDL if signed on its behalf

by any person authorised by it or by its solicitors as notified to the

State from time to time)” after “authorised by the Joint Venturers”;



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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

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(30) by inserting after the existing provision of clause 53 the following

sentence:

“The parties irrevocably submit to the non-exclusive jurisdiction of

the courts of Western Australia and of all courts competent to hear

appeals therefrom.”;

(31) in the Schedule by deleting the heading “THE SCHEDULE” and

substituting “SCHEDULE 1”; and

(32) by inserting a Schedule 2 as follows:

“SCHEDULE 2

BANKER’S UNDERTAKING

To: State of Western Australia (State)

At the request of the Joint Venturers as defined in the agreement

ratified by the Diamond (Argyle Diamond Mines Joint Venture)

Agreement Act 1981 (Customer)

In consideration of the State at the request of the Customer agreeing

to accept this Undertaking from [

] (Bank) as security

in accordance with clause 29(2d) of the abovementioned agreement

(which as varied from time to time is herein referred to as the State

Agreement) the Bank unconditionally and irrevocably undertakes

to pay on demand to the State any amount or amounts which may

from time to time be demanded in writing by the Minister for Mines

(as defined in the State Agreement) on behalf of the State up to a

maximum in aggregate of $.............. (the Amount).

Payment of the Amount or any part thereof will be made by the

Bank to the State without reference to the Customer, despite any

notice from the Customer to the Bank not to pay any amount and

irrespective of the performance or non-performance by the

Customer or the State of the provisions of the State Agreement.

The Bank’s liability under this Undertaking is continuing and

irrevocable and (without limitation) shall not be impaired or

discharged by any variation that may be made to the provisions of

the State Agreement or by any extension of time or other

forbearance on the part of any of the State, the Minister or the

Minister for Mines (each as defined in the State Agreement) or the

Customer under or pursuant to the State Agreement.

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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

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Third supplementary agreement



The Bank’s obligations under this Undertaking shall continue in

force until the earlier of:





written notification being received by the Bank from the

State that the Undertaking is no longer required;







the Undertaking being returned to the Bank by the State; and







the aggregate of all payments made by the Bank to the State

under this Undertaking equalling the Amount.



Dated at ................................., this ...................................................

Signed as a deed for and on behalf of ...............................................

............................................................................................................

Print name of the Bank

by its duly appointed attorney pursuant to a power of attorney dated

............................................................................................................

............................................................................................................

Signature

Signature

Name:

Name:

Title:

Title:

In the presence of:

....................................................................

Signature

Name:”

EXECUTED as a deed.



SIGNED by THE HONOURABLE )

ALAN JOHN CARPENTER

)

in the presence of:

)



[Signature]



[Signature]

______________________________

Name: MATT KEOGH

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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981

Schedule 5

Third supplementary agreement



THE COMMON SEAL of

)

ARGYLE DIAMONDS LIMITED )

ACN 009 102 621 was hereto affixed )

in accordance with its constitution

)

in the presence of:

)



C.S.



[Signature]

______________________________

Director

Name: KEVIN MCLEISH



[Signature]

______________________________

Director/Secretary

Name: SHANE SULLIVAN



EXECUTED by RIO TINTO

DIAMONDS LIMITED by its

Attorney

pursuant to a power of

attorney dated 16 May 2008

in the presence of:



)

)

)

)

)

)



[Signature]

________________________

Witness

Name: CATHRYN WELLS



[Signature]

________________________

Attorney

Name: SHANE SULLIVAN



[Schedule 5 inserted: No. 37 of 2008 s. 6.]



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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981



Notes

1



This is a compilation of the Diamond (Argyle Diamond Mines Joint Venture)

Agreement Act 1981 and includes the amendments made by the other written laws

referred to in the following table. The table also contains information about any

reprint.



Compilation table

Short title



Number

and year



Assent



Commencement



Diamond (Ashton Joint

Venture) Agreement

Act 1981 7



108 of 1981



4 Dec 1981



4 Dec 1981



Diamond (Ashton Joint

Venture) Agreement

Amendment Act 1983



12 of 1983



31 Oct 1983



31 Oct 1983



Sentencing (Consequential

Provisions) Act 1995

Pt. 24



78 of 1995



16 Jan 1996



4 Nov 1996 (see s. 2 and

Gazette 25 Oct 1996 p. 5632)



Security and Related

Activities (Control)

Act 1996 s. 96



27 of 1996



22 Jul 1996



1 Apr 1997 (see s. 2 and

Gazette 27 Mar 1997 p. 1693)



Diamond (Argyle

Diamond Mines Joint

Venture) Agreement

Amendment Act 2001



39 of 2001



7 Jan 2002



4 Feb 2002 (see s. 2)



Reprint of the Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981 as

at 10 May 2002 (includes amendments listed above)

Criminal Procedure and

Appeals (Consequential

and Other Provisions)

Act 2004 s. 78 and 79



84 of 2004



16 Dec 2004 2 May 2005 (see s. 2 and

Gazette 31 Dec 2004 p. 7129

(correction in Gazette

7 Jan 2005 p. 53))



Medical Practitioners

Act 2008 Sch. 3 cl. 19



22 of 2008



27 May 2008 1 Dec 2008 (see s. 2 and

Gazette 25 Nov 2008 p. 4989)



Diamond (Argyle

Diamond Mines Joint

Venture) Agreement

Amendment Act 2008



37 of 2008



1 Jul 2008



s. 1 and 2: 1 Jul 2008

(see s. 2(a));

Act other than s. 1 and 2:

2 Jul 2008 (see s. 2(b))



Standardisation of

Formatting Act 2010 s. 4



19 of 2010



28 Jun 2010



11 Sep 2010 (see s. 2(b) and

Gazette 10 Sep 2010 p. 4341)



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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981



Short title



Number

and year



Assent



Commencement



Health Practitioner

Regulation National Law

(WA) Act 2010 Pt. 5

Div. 19



35 of 2010



30 Aug 2010 18 Oct 2010 (see s. 2(b) and

Gazette 1 Oct 2010 p. 5075-6)



Reprint 2: The Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981 as

at 18 Mar 2011 (includes amendments listed above)

2

3

4



5

6



7



Repealed by the Interpretation Act 1984.

Repealed by the Acts Amendment and Repeal (Credit) Act 1984.

Under the Public Sector Management Act 1994 the designations of departments

can be changed. At the time of this reprint the designation of the Department of

Mines has been changed to the Department of Mines and Petroleum.

Repealed by the Mining Act 1978.

Marginal notes in the agreement have been represented as bold headnotes in this

reprint but that does not change their status as marginal notes.

Short title changed to the Diamond (Argyle Diamond Mines Joint Venture)

Agreement Act 1981 (see note under s. 1).



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Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981



Defined terms



Defined terms

[This is a list of terms defined and the provisions where they are defined.

The list is not part of the law.]



Defined term

Provision(s)

Agreement............................................................................................................. 2

authorised officer ................................................................................................ 14

Company ............................................................................................................... 2

controlled access point ........................................................................................ 14

court ................................................................................................................. 6(1)

Department ...................................................................................................... 6(1)

designated area.................................................................................................... 14

first supplementary agreement .............................................................................. 2

Joint Venturers ...................................................................................................... 2

loan .................................................................................................................. 5(3)

marking out ...................................................................................................... 6(1)

medical practitioner ............................................................................................ 14

Mining Act 1904 .............................................................................................. 6(1)

Mining Act 1978 .............................................................................................. 6(1)

Minister ............................................................................................................ 6(1)

Owners ................................................................................................................ 14

party to the Agreement .................................................................................... 5(3)

pending application ........................................................................................ 11(1)

permission .................................................................................................... 17(10)

police officer ....................................................................................................... 14

premises .............................................................................................................. 14

property .................................................................................................... 14, 20(2)

relevant date ............................................................... 8(3), 9(3), 9(6), 10(3), 10(6)

second supplementary agreement ......................................................................... 2

security officer .................................................................................................... 14

specified ......................................................................................................... 29(4)

subject land ...................................................................................................... 6(1)

temporarily reserved land ................................................................................ 6(1)

temporary reserve ............................................................................................ 6(1)

termination date ............................................................................................... 6(1)

third supplementary agreement ............................................................................. 2

this Part ............................................................................................................... 14

uncut diamond .................................................................................................... 14

vehicle ................................................................................................................. 14

warden.............................................................................................................. 6(1)



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