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Western Australia



Iron Ore (Mount Bruce) Agreement Act 1972



As at 06 Dec 2013



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Western Australia



Iron Ore (Mount Bruce) Agreement Act 1972

Contents

1.

2.

3.

3A.

3B.

4A.

4B.

4C.

4D.

4.



Short title

Terms used

Ratification of Agreement

Ratification of Variation Agreement

1987 Variation Agreement

Variation of Agreement to increase rates of royalty

2010 Variation Agreement

State empowered under clause 20E(9)(a)

2011 Variation Agreement

By-laws



1

1

2

2

2

3

4

4

4

4



First Schedule — Iron Ore (Mount

Bruce) Agreement

Second Schedule — 1976 Variation

Agreement

Third Schedule — 1987 Variation

Agreement

Fourth Schedule — 2010 Variation

Agreement

Fifth Schedule — 2011 Variation

Agreement

Notes

Compilation table

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Iron Ore (Mount Bruce) Agreement Act 1972



Contents



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Western Australia



Iron Ore (Mount Bruce) Agreement Act 1972

An Act to ratify an agreement relating to the exploration for, and the

development and treatment of, iron ore in certain areas of the North

West of the State and the production of steel in the State, and for

incidental and other purposes.

1.



Short title

This Act may be cited as the Iron Ore (Mount Bruce)

Agreement Act 1972 1.



2.



Terms used

In this Act —

1976 Variation Agreement means the agreement a copy of

which is set forth in the Second Schedule;

1987 Variation Agreement means the agreement a copy of

which is set forth in the Third Schedule;

2010 Variation Agreement means the agreement a copy of

which is set forth in the Fourth Schedule;

2011 Variation Agreement means the agreement a copy of

which is set forth in the Fifth Schedule;

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

the First Schedule, and if that agreement is varied, from time to

time, in accordance with the provisions of the Agreement

includes the Agreement as so varied from time to time, and,

except in section 3(1), also includes the Agreement as altered by

the 1976 Variation Agreement, the 1987 Variation Agreement,

the Iron Ore Agreements Legislation Amendment Act 2010



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Iron Ore (Mount Bruce) Agreement Act 1972



s. 3



Part 6, the 2010 Variation Agreement and the 2011 Variation

Agreement;

Company has the same meaning as it has in, and for the

purposes of, the Agreement.

[Section 2 amended: No. 94 of 1976 s. 2; No. 26 of 1987 s. 4;

No. 61 of 2010 s. 12; No. 61 of 2011 s. 12.]

3.



Ratification of Agreement

(1)



The Agreement is ratified.



(2)



Notwithstanding any other Act or law, and without limiting the

effect of subsection (1) —

(a) the Company shall be allowed to enter upon the Crown

lands mentioned in paragraph (b) of clause 2 of the

Agreement, to the extent and for the purposes provided

in that paragraph;

(b) the provisions of subclause (2) of clause 3 of the

Agreement shall take effect.



(3)



The provisions of section 96 of the Public Works Act 1902 do

not apply to any railway constructed pursuant to the Agreement.



(4)



The provisions of section 277(5) of the Mining Act 1904 2 do

not apply to any renewal of the rights of occupancy granted

pursuant to subclause (1) of clause 4 of the Agreement.



3A.



Ratification of Variation Agreement

The 1976 Variation Agreement is ratified.

[Section 3A inserted: No. 94 of 1976 s. 3; amended: No. 26 of

1987 s. 5.]



3B.

(1)



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1987 Variation Agreement

The 1987 Variation Agreement is ratified and its

implementation is authorised.



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Iron Ore (Mount Bruce) Agreement Act 1972



s. 3B



(2)



Without limiting or otherwise affecting the application of the

Government Agreements Act 1979, the 1987 Variation

Agreement shall operate and take effect notwithstanding any

other Act or law.

[Section 3B inserted: No. 26 of 1987 s. 6.]



4A.

(1)



Variation of Agreement to increase rates of royalty

Clause 12(1)(h) of the Agreement is varied —

(a) in subparagraph (ii) by deleting “three and three quarter

per centum (3¾%)” and inserting —

5.625%



(b)



in subparagraph (iii) by deleting “fifteen (15) cents per

ton;” and inserting —

5.625% of the f.o.b. revenue (computed as

aforesaid);



(c)



in subparagraph (iv) by deleting “fifteen (15) cents per

ton;” and inserting —

5% of the f.o.b. revenue (computed as aforesaid);



(2)



Clause 12(1)(h)(ii), (iii) and (iv) of the Agreement as varied by

subsection (1) operate and take effect despite —

(a) any other provision of the Agreement; and

(b) any other agreement or instrument; and

(c) any other Act or law.



(3)



Nothing in this section affects the amount of royalty payable

under clause 12 of the Agreement in respect of any period

before the commencement of the Iron Ore Agreements

Legislation Amendment Act 2010 Part 6.



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Iron Ore (Mount Bruce) Agreement Act 1972



s. 4B



[Section 4A inserted: No. 34 of 2010 s. 13.]

4B.



2010 Variation Agreement



(1)



The 2010 Variation Agreement is ratified and its

implementation is authorised.



(2)



Without limiting or otherwise affecting the Government

Agreements Act 1979, the 2010 Variation Agreement is to

operate and take effect despite any other Act or law.

[Section 4B inserted: No. 61 of 2010 s. 13.]



4C.



State empowered under clause 20E(9)(a)

The State has power in accordance with clause 20E(9)(a) of the

Agreement.

[Section 4C inserted: No. 61 of 2010 s. 13.]



4D.



2011 Variation Agreement



(1)



The 2011 Variation Agreement is ratified and its

implementation is authorised.



(2)



Without limiting or otherwise affecting the Government

Agreements Act 1979, the 2011 Variation Agreement is to

operate and take effect despite any other Act or law.

[Section 4D inserted: No. 61 of 2011 s. 13.]



4.



By-laws

(1)



The Governor may upon the recommendation of the Company

make, alter and repeal by-laws for the purposes of, and in

accordance with, the Agreement.



(2)



By-laws made pursuant to this section —

(a) shall be published in the Government Gazette; and

(b) take effect and have the force of law from the date they

are so published or from such later date as is fixed by the

by-laws; and



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Iron Ore (Mount Bruce) Agreement Act 1972



s. 4



(c)

(d)



may prescribe penalties not exceeding $100 for breach

of any of the by-laws; and

are not subject to the provisions of section 36 of the

Interpretation Act 1918 3, but the by-laws shall be laid

before each House of Parliament within 6 sitting days of

the House next following the publication of the by-laws

in the Government Gazette.



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Iron Ore (Mount Bruce) Agreement Act 1972

First Schedule

Iron Ore (Mount Bruce) Agreement



First Schedule — Iron Ore (Mount Bruce) Agreement

[s. 2]

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

THIS AGREEMENT under Seal made the 10th day of March

One thousand nine hundred and seventy-two BETWEEN THE HONOURABLE

JOHN TREZISE TONKIN, M.L.A., Premier of the State of Western Australia,

acting for and on behalf of the said State and Instrumentalities thereof from time

to time (hereinafter called “the State”) of the one part and MOUNT BRUCE

MINING PTY. LIMITED a company incorporated under the Companies

Act 1961 of the said State and having its registered office at 191 St. George’s

Terrace Perth (hereinafter called “the Company” which expression will include

the successors and assigns of the Company) of the other part.

WHEREAS —

(a)



The Company and Hamersley are satisfied from investigations which

prior to 1971 cost over three million dollars ($3,000,000), that the

mining areas defined in clause 1 hereof contain iron ore of tonnages

and grades sufficient to warrant economic recovery and marketing;



(b)



The Company agrees that investigations should be made with a view

to the establishment of a plant for the production of metallised

agglomerates or a plant for the production of steel with a view to its

being in a position to submit to the State proposals for such

establishment as are hereinafter provided.



NOW THIS AGREEMENT WITNESSETH —

1.



In this Agreement subject to the context —

“approve” “approval” “consent” or “direct” means approve, approval,

consent or direct in writing as the case may be;

“associated company” means —

(a) any company notified in writing by the Company to the

Minister which is incorporated in the United Kingdom the



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United States of America or the Commonwealth of Australia

and which is —

(i)



a subsidiary of the Company within the meaning of

the term “subsidiary” in section 6 of the

Companies Act 1961;



(ii)



promoted by the Company for all or any of the

purposes of this Agreement and in which the

Company holds not less than two million dollars

($2,000,000) of the issued ordinary share capital;



(iii)



a company in which the Company or Hamersley

holds not less than twenty per cent (20%) of the

issued ordinary share capital; or



(iv)



a company which is related within the meaning of

that term in the aforesaid section to the Company

or to any company in which the Company holds

not less than twenty per cent (20%) of the issued

ordinary share capital; and



(b) any company approved in writing by the Minister for the

purposes of this Agreement which is associated directly or

indirectly with the Company in its business or operations

hereunder;

“associated company of Hamersley” means —

(a) a company defined as an “associated company” within the

meaning of the Agreement a copy of which is set out in the

First Schedule to the Iron Ore (Hamersley Range)

Agreement Act 1963-1968; or

(b) any company approved in writing by the Minister as an

associated company of Hamersley for the purposes of this

Agreement;

“the commencement date” means the 30th day of June, 1972.

“Commonwealth” means the Commonwealth of Australia and

includes the Government for the time being thereof;



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“Company’s wharf” means any wharf constructed by or on behalf of

the Company pursuant to this Agreement for the shipment of ore

from the mineral lease any wharf established by Hamersley at

Dampier in the said State or any temporary wharf for the time

being approved by the Minister as the Company’s wharf for the

purposes hereof during the period to which such approval relates;

“Dampier” includes East Intercourse Island;

“direct shipping ore” means iron ore which has an average pure iron

content of not less than sixty per cent (60%) which will not pass

through a one half (½) inch mesh screen and which is sold

without concentration or other beneficiation other than crushing

and screening;

“financial year” means a year commencing on and including the

1st day of July;

“fine ore” means iron ore which has an average pure iron content of

not less than sixty per cent (60%) which will pass through a

one half (½) inch mesh screen and which is sold without

concentration or other beneficiation other than crushing and

screening;

“fines” means iron ore (not being direct shipping ore or fine ore)

which will pass through a one half (½) inch mesh screen;

“f.o.b. revenue” means the price for iron ore from the mineral lease

the subject of any shipment or sale which is payable by the

purchaser thereof to the Company or an associated company, less

all export duties and export taxes of all kinds whatsoever and less

all costs and charges properly incurred and payable by the

Company to the State or a third party from the time the ore shall

be placed on ship at the Company’s wharf to the time the same is

delivered and accepted by the purchaser, including —



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(1)



ocean freight;



(2)



marine insurance;



(3)



port and handling charges at the port of discharge;



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(4)



costs of delivering the ore from port of discharge to

the smelter;



(5)



weighing, sampling, assaying, inspection and

representation costs incurred on discharge or delivery;



(6)



shipping agency charges;



(7)



import taxes by the country of the port of discharge;

and



(8)



such other costs and charges at the Minister may in his

discretion consider reasonable in respect of any

shipment or sale.



For the purposes of this definition —



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(a)



The Minister may (in respect of costs or charges as set

out in items (1) to (7) inclusive of this definition)

notify the Company in writing that in respect of any

shipment or sale he does not regard a cost or charge as

having been properly incurred and in such case the

Company may refer the matter to arbitration

hereunder and unless and until such matter is resolved

in favour of the Company, such cost or charge shall

not be deemed to have been properly incurred.



(b)



Notwithstanding anything contained in this definition

to the contrary, a cost or charge as set out in items (1)

to (7) inclusive of this definition shall not (unless the

Minister so determines in accordance with the

provisions of paragraph (c) of this definition) be

deemed to be properly incurred if such charge is

directly or indirectly imposed upon or incurred by the

Company or an associated company pursuant to an

arrangement entered into between the Company and

the State.



(c)



Costs or charges other than those set out in items (1)

to (7) inclusive of this definition and costs and charges

to which paragraph (b) of this definition applies shall

be deemed to be properly incurred if the Minister in

his discretion so determines and in making his

determination the Minister shall have regard to such

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matters as the parties to and the bona fide nature of the

transaction resulting in the cost or charge.

“Hamersley” means Hamersley Iron Pty. Limited a company

incorporated under the Companies Act 1961 of the State of

Victoria;

“integrated iron and steel industry” means an industry for the

manufacture of iron and steel or for the manufacture of steel from

iron ore by a process which does not necessarily involve the

production of pig iron or basic iron in the production of steel;

“iron ore concentrates” means products (whether in pellet or other

form) resulting from secondary processing but does not include

metallised agglomerates;

“Land Act” means the Land Act 1933;

“mineral lease” means the mineral lease referred to in sub-clause (2)

of clause 4 hereof and includes any renewal thereof;

“Mining Act” means the Mining Act 1904;

“mining areas” means the areas delineated and coloured red on the

plan marked “A” initialled by or on behalf of the parties hereto

for the purpose of identification;

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

the time being responsible (under whatsoever title) for the

administration of the Ratifying Act and pending the passing of

that Act means the Minister for the time being designated in a

notice from the State to the Company and includes the successors

in office of the Minister;

“metallised agglomerates” means products resulting from the

reduction of iron ore or iron ore concentrates by any method

whatsoever and having an iron content of not less than

eighty-five percent (85%);

“month” means calendar month;

“notice” means notice in writing;

“ore” means iron ore;



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Iron Ore (Mount Bruce) Agreement Act 1972

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“person” or “persons” includes bodies corporate;

“port” means the port or harbour developed or to be developed

pursuant to this Agreement and shall include such adjacent land

area to serve the Company’s wharf but shall not include the port

established by Hamersley at Dampier nor such adjacent land as is

leased by Hamersley to serve that port;

“port townsite” means the townsite determined pursuant to this

Agreement to be expanded and developed near the port;

“Ratifying Act” means the Act to ratify this Agreement and referred to

in clause 3 hereof;

“said State” means the State of Western Australia;

“secondary processing” means concentration or other beneficiation of

iron ore other than by crushing or screening and includes thermal

electrostatic magnetic and gravity processing and pelletisation

and the production of metallised agglomerates;

“special lease” means a special lease or licence to be granted in terms

of this Agreement under the Ratifying Act the Land Act or the

Jetties Act 1926 and includes any renewal thereof;

“this Agreement” “hereof” and “hereunder” include this Agreement as

from time to time added to varied or amended;

“steel” means steel in the form of steel billets or manufactured steel

products;

“ton” means a ton of two thousand two hundred and forty (2,240) lbs.

net dry weight;

“townsite” means a townsite or townsites established by the Company

on or near the mining areas pursuant to this Agreement;

“wharf” includes any jetty structure;

“year 1” means the year next following the commencement date and

“year” followed immediately by any other numeral has a

corresponding meaning;

reference in this Agreement to an Act shall include the amendments to

such Act for the time being in force and also any Act passed in

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Iron Ore (Mount Bruce) Agreement Act 1972

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substitution therefor or in lieu thereof and the regulations for the

time being in force thereunder;

power given under any clause of this Agreement other than clause 52

hereof to extend any period or date shall be without prejudice to

the power of the Minister under the said Clause 52;

marginal notes shall not affect the interpretation or construction

hereof 4;

Initial Obligations of State 4

2.



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;



(b)



to the extent reasonably necessary for the purposes of this

Agreement allow the Company to enter upon Crown lands

(including land the subject of a pastoral lease) and survey

possible sites for a port, wharf, railways, townsites, plants

for the production or iron ore concentrates, metallised

agglomerates, pig iron, foundry iron and steel, an integrated

iron and steel industry, and stockpiling, processing and other

areas required for the purposes of this Agreement.



Ratification and Operation 4

3.

(1) Sub-clause (2) of clause 3 hereof and the subsequent clauses (other

than clauses 52, 54 and 55) of this Agreement shall not operate unless and

until —



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(a)



the Bill to ratify this Agreement as referred to in

paragraph (a) of clause 2 hereof is passed as an Act before

the 30th day of June 1972 or such later date if any as the

parties hereto may mutually agree upon; and



(b)



Bills to ratify each of the agreements referred to in the First

Schedule hereto are passed as Acts before the 30th day of

June 1972 or such later date if any as the parties hereto may

mutually agree upon.



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If the said Bills are not passed before that date or later date or dates (as the case

may be) this Agreement will then cease and determine and neither of the parties

hereto will have any claim against the other of them with respect to any matter

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

under this Agreement save as provided in clause 22 of this Agreement.

(2) The following provisions of this Agreement shall notwithstanding

the provisions of any Act or law operate and take effect namely —

(a)



the provisions of clauses 4 and 7, the proviso to

paragraph (a) of sub-clause (1) of clause 12, sub-clause (2)

of clause 12, clauses 15, 16, 17, 18, 24, 25, 26, 27, 29, 44,

46, 47, 51, 52, 53, 54 and 55;



(b)



subject to paragraph (a) of this subclause the State and the

Minister respectively shall have all the powers discretions

and authorities necessary or requisite to enable them to carry

out and perform the powers discretions authorities and

obligations conferred or imposed upon their respectively

hereunder;



(c)



no future Act of the said State will operate to increase the

Company’s liabilities or obligations hereunder with respect

to rents or royalties; and



(d)



the State may, as for a public work under the Public Works

Act 1902, resume any land or any estate or interest in land

required for the purpose of this Agreement and may lease or

otherwise dispose of the same to the Company.



Obligation of State Rights of Occupancy 4

4.

(1) The State shall forthwith (subject to the surrender of the rights of

occupancy as referred to in sub-clause (2) of clause 2 of the Agreement firstly

referred to in the First Schedule hereto) cause to be granted to the Company and

to the Company alone rights of occupancy for the purposes of this Agreement

(including the sole right to search and prospect for iron ore) over the whole of

the mining areas under Section 276 of the Mining Act at a rental at a rate of

eight dollars ($8) per square mile per annum payable quarterly in advance for

the period expiring on the 31st day of December, 1972, and shall then and

thereafter subject to the continuance of this Agreement cause to be granted to

the Company as may be necessary successive renewals of such last mentioned

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Iron Ore (Mount Bruce) Agreement Act 1972

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rights of occupancy (each renewal for a period of twelve (12) months at the

same rental and on the same terms) the last of which renewals shall

notwithstanding its currency expire —

(i)



on the date of grant of a mineral lease to the Company under

subclause (2) of this clause; or



(ii)



on the determination of this Agreement pursuant to its terms

whichever shall first happen.



Mineral lease 4

(2) The Company may at any time after the grant to it of the said rights

of occupancy and before the end of year 2 apply for a mineral lease of any part

or parts (not exceeding in total area three hundred (300) square miles and in the

shape of a rectangular parallelogram or rectangular parallelograms or as near

thereto as is practicable) of the mining areas and thereupon the State shall cause

any necessary survey to be made of the land so applied for (the cost of which

survey to the State will be recouped or repaid to the State by the Company on

demand after completion of the survey) and shall cause to be granted to the

Company a mineral lease of the land so applied for (notwithstanding the survey

in respect thereof has not been completed but subject to such corrections as may

be necessary to accord with the survey when completed) for iron ore in the form

of the Second Schedule hereto for a term which subject to the payment of rents

and royalties hereinafter mentioned and to the performance and observance by

the Company of its obligations under the mineral lease and otherwise under this

Agreement shall be for a period of twenty-one (21) years therefor with rights to

successive renewals of twenty-one (21) years upon the same terms and

conditions but subject to earlier determination upon the cessation or

determination of this Agreement PROVIDED HOWEVER that the Company

may from time to time (without abatement of any rent then paid or payable in

advance) surrender to the State any portion or portions (of reasonable size and

shape) of the mineral lease.

(3) If by the end of year 2 the Company has not applied for a mineral

lease as hereinbefore provided this Agreement shall cease and determine subject

however to the provisions of sub-clause (13) of clause 5 and clause 22 hereof.

Proposals of the Company 4

5.

(1) The Company’s obligations to submit proposals under

sub-clause (3) of this clause and its obligations under clause 6 paragraph (n) of

sub-clause (1) of clause 12 and clause 13 hereof shall all be subject to the

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condition precedent that hereafter either of the following events occurs,

namely —

(a)



that at least fifty-one per cent (51%) of the issued ordinary

share capital of the Company ceases to be held by any one or

more of Hamersley, an associated company of Hamersley or

associated companies of Hamersley at a time when the

Company is the holder of the rights of occupancy required to

be granted under sub-clause (1) of clause 4 hereof or (after a

mineral lease has been granted under sub-clause (2) of the

said clause 4) at a time when the Company is the holder of

the said mineral lease; or



(b)



the said rights of occupancy cease to be held by the

Company or any one or more of Hamersley, an associated

company of Hamersley or associated companies of

Hamersley (otherwise than by reason of the expiry thereof)

or (after the said mineral lease has been granted as aforesaid)

the said mineral lease ceases to be held by the Company or

any one or more of Hamersley, an associated company of

Hamersley or associated companies of Hamersley.



(2) If hereafter either of the events mentioned in sub-clause (1) of this

clause occurs then —

(a)



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Insofar as has not already been done to the satisfaction of the

Minister the Company will commence forthwith and carry

out at its expense (with the assistance of experienced

consultants where appropriate) —

(i)



a reconnaissance of sites of proposed operations

pursuant to the Agreement together with the

preparation of suitable maps and drawings;



(ii)



an engineering investigation of the route for a railway

from the mining areas to the port or to connect with

Hamersley’s existing railway (as the case may be);



(iii)



a study of the technical and economic feasibility of the

mining transporting handling and shipping of ore from

the mining areas;



(iv)



the planning of a suitable townsite and the

development of the port townsite in consultation with

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the State and having due regard for use by others as

well as the Company;



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(v)



the investigation, in areas approved by the Minister of

suitable water supplies for mining industrial and

townsite purposes;



(vi)



metallurgical and market research.



(b)



The Company shall collaborate with and keep the State fully

informed with quarterly reports as to the progress and results

of the Company’s operations under paragraph (a) of this

sub-clause. The Company shall furnish the Minister with

copies of all reports received by it from consultants in

connection with the matters referred to in paragraph (a) of

this sub-clause and with copies of all findings made and

reports prepared by it.



(c)



If the State concurrently carries out its own investigations

and reconnaissances in regard to all or any of the matters

mentioned in paragraph (a) of this sub-clause or any port site

the Company shall co-operate with the State therein and so

far as reasonably practicable will consult with the

representatives or officers of the State and make full

disclosures and expressions of opinion regarding matters

referred to in this sub-paragraph.



(d)



The Company will employ or retain or ensure that

experienced consultant engineers (approved by the Minister)

are employed or retained to investigate report upon and

make recommendations in regard to the sites reasonably

required by the Company under this Agreement for the

overall development of a suitable port if necessary for the

Company’s operations hereunder (including the Company’s

wharf, areas for installations, stockpiling and other purposes

in the port) but in such regard the Company will require such

engineers to have full regard for the general development of

the port with a view to the reasonable use by others of the

port and the Company will furnish to the State copies of such

report and recommendations. When submitting to the

Minister detailed proposals as referred to in sub-clause (3) of

this clause hereof in regard to the matters mentioned in this



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paragraph the Company will so far as reasonably practicable

ensure that the detailed proposals —

(i)



do not materially depart from the report and

recommendation of such engineers;



(ii)



provide for the best overall development of the port so

far as the same relates to the Company’s activities; and



(iii)



disclose any conditions of user and where alternative

proposals are submitted the Company’s preferences in

regard thereto.



(3) If hereafter either of the events mentioned in sub-clause (1) of this

clause occurs but subject to the provisions of sub-clause (10) of this clause the

Company shall by the end of the period of three (3) years after the occurrence of

that event (or such extended date if any as the Minister may approve) and

subject to the provisions of this Agreement unless and to the extent otherwise

agreed by the Minister submit to the Minister to the fullest extent reasonably

practicable its detailed proposals (including plans where practicable and

specifications where reasonably required by the Minister) with respect to the

mining by the Company of iron ore from the mining areas (or so much thereof

as shall be comprised within the mineral lease) with a view to the transport and

shipment of the iron ore mined including (where applicable) the location area

layout design number materials and time programme for the commencement

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

the following matters namely —

(a)



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(i)



if the Company proposes initially to utilise for the

shipment of iron ore the port established by

Hamersley at Dampier aforesaid, provisions for

expansion of that port if necessary; or



(ii)



if the Company proposes initially to utilise for the

shipment of iron ore some other port provision for the

port and port development including dredging and

depositing of spoil the provision of navigational aids

the Company’s wharf (the plans and specifications for

which wharf shall be submitted to and be subject to

the approval of the State) the berth and swinging basin

for the Company’s use and port installations facilities

and services all of which shall permit of adaptation so

as to enable the use of the Company’s wharf by

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vessels having an ore carrying capacity of not less

than sixty thousand (60,000) tons;

(b)



the railway from the mining areas to the port of to connect

with Hamersley’s existing railway (as the case may be) and

its proposed operation including joint user conditions (if

any) fencing (if any) crossing places and grade separation

(where appropriate) or other forms of acceptable protection

at intersections with public roads;



(c)



townsite and port townsite development and services and

facilities in relation thereto;



(d)



housing;



(e)



water supply;



(f)



generation transmission and distribution of electricity;



(g)



roads;



(h)



mining crushing screening handling transport and storage of

ore;



(i)



air fields;



(j)



any leases licences or other tenures of land required form the

State;



(k)



disposal of waste materials;



(l)



drainage;



(m)



dust control; and



(n)



any other works services or facilities proposed or desired by

the Company.



(4) The Company shall have the right to submit to the Minister its

detailed proposals aforesaid in regard to a matter or matters the subject of any of

the sub-paragraphs numbered (a) to (n) inclusive of sub-clause (3) of this clause

as and when the detailed proposals become finalised by the Company

PROVIDED THAT where any such matter is the subject of any one of those

provisions which refer to more than one subject matter the detailed proposals

will relate to and cover each of the matters mentioned in that provision.



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(5) If the Company proposes initially to utilise for the shipment of iron

ore some port other than the said port established by Hamersley it shall

notwithstanding sub-clause (4) of this clause submit as its first proposals

proposals for the site for that port and the Minister will within two (2) months

after receipt of the proposals give to the Company notice of his approval thereof

or otherwise. If the Minister does not approve the proposals then he shall within

three (3) months after the giving of his notice submit alternative proposals for

another site for the port. If the said site proposed by the Minister is not within

two (2) months accepted by the Company by notice to the State the State shall

as hereinafter provided permit the development and use (inter alia) for the

purpose of this Agreement of a port at Legendre and the Company may within

three (3) months after the expiration of the period of two (2) months last

mentioned submit to the Minister proposals for the development an use of a port

at Legendre as aforesaid (including proposals as to the matters mentioned in

sub-paragraph (ii) of paragraph (a) of sub-clause (3) of this clause) and

including proposals if required by the Minister or desired by the Company as

to user of a port at Legendre in conjunction with others (including terms and

conditions involving the participation in such development and use by another

party or other parties nominated in the proposals). Within two (2) months after

receipt of the proposals the Minister shall give to the Company notice of his

approval or otherwise in respect thereof and shall be at liberty to specify in such

notice such alterations to the proposals as are fair and reasonable having regard

to the interests of the Company and any other party nominated as aforesaid

(including alterations which are fair and reasonable as aforesaid and which

involve the participation in such development and use by another party or other

parties nominated by the Minister). If the Minister specifies any such

alterations then the Company may subject to the provisions of sub-clause (6)

of this clause elect by notice to the State to refer to arbitration and then

two (2) months thereafter shall refer to arbitration as provided in clause 53

hereof any dispute as to whether the alterations specified by the Minister are fair

and reasonable as aforesaid. If the Company refers to arbitration any such

dispute but by the award on arbitration the question is decided in favour of the

Minister the Company may if it considers and it can demonstrate to the

reasonable satisfaction of the Minister who shall not act unreasonably that the

alterations to the proposals found by the award to have been fair and reasonable

nevertheless would render the Company’s participation in the development and

use of a port at Legendre not feasible from the point of view of the Company for

any reason whatsoever (whether technical economic or otherwise) by notice to

the State given within two (2) months after the award withdraw its said

proposals and in that event the parties shall continue to negotiate with a view to

agreeing upon a site for the port (either at Legendre or elsewhere) and the terms

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and conditions fair and reasonable for the development and use of the port. If

the parties have not reached agreement within three (3) months then either party

can terminate the negotiations. If by the award on arbitration the dispute is

decided in favour of the Company the Minister shall be deemed to have

approved the Company’s proposal without the alteration or alterations in

question. Notwithstanding the foregoing the Company may at any time prior to

the time —

(i)



agreement is reached as aforesaid as to a site for the port

(other than at Legendre);



(ii)



proposals submitted as aforesaid in relation to a port at

Legendre are approved without alteration or are deemed to

have been so approved; or



(iii)



two (2) months after the Minister specifies alterations to

proposals submitted as aforesaid in relation to Legendre (if

the Company fails to refer to arbitration as aforesaid any

dispute in relation thereto) or, the Company having referred

such a dispute to arbitration, after the award on arbitration

(as the case may be)



whichever is the earliest, elect by notice to the State to utilise for the shipment

of iron ore the port established by Hamersley at Dampier aforesaid and

thereupon but without prejudice to the provisions of sub-clause (9) of this clause

sub-clauses (3) and (7) of this clause shall be read and construed as if the

Company had initially proposed so to utilise the said port established by

Hamersley and the Company shall submit to the Minister its detailed proposals

as required pursuant to subclause (3) of this clause.

(6) Notwithstanding anything contained in this Agreement the

Minister’s determination in respect of the Company’s proposals relating to the

location of the port and the proposals relating to the development of the port

(insofar as such development proposals concern the development of the port for

use by or in conjunction with others) and the location of the port townsite shall

be final and no such determination shall be referred to arbitration by the

Company.

Consideration of Company’s Proposals 4

(7) Within two (2) months after receipt of any of the detailed proposals

required to be submitted by the Company pursuant to sub-clause (3) of this

clause (other than a proposal of the kind mentioned in subclause (5) of this

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clause) the Minister shall give to the Company notice either of his approval of

the proposals submitted or of alterations desired thereto and in the latter case

shall afford to the Company opportunity to consult with and to submit new

proposals to the Minister. Within two (2) months of the receipt of the notice the

Company may elect by notice to the State to refer to arbitration and within

two (2) months thereafter shall refer to arbitration as provided in clause 53

hereof any dispute as to the reasonableness of the Minister’s decision. If by the

award on arbitration the dispute is decided against the Company then unless the

Company within three (3) months after delivery of the award satisfies and

obtains the approval of the Minister as to the matter or matters the subject of the

arbitration this Agreement shall on the expiration of that period of three (3)

months cease and determine (save as provided in sub-clause (13) of clause 5 and

clause 22 hereof) but if the question is decided in favour of the Company the

decision will take effect as a notice by the Minister that he is so satisfied with

and approves the matter or matters the subject of the arbitration.

Extension of time 4

(8) The arbitrator arbitrators or umpire (as the case may be) of any

submission to arbitration hereunder is hereby empowered upon application by

either party hereto to grant any interim extension of time or date referred to

herein which having regard to the circumstances may reasonably be required in

order to preserve the rights of either or both the parties hereunder and an award

in favour of the Company may in the name of the Minister grant any further

extension of time for that purpose.

(9) Notwithstanding that under the preceding provisions of this clause

any detailed proposals submitted by the Company pursuant to sub-clause (3) of

this clause are approved by the Minister or determined by arbitration award

unless each and every such proposal is so approved or determined by the end of

a period of three (3) years and five (5) months after the occurrence of either of

the events mentioned in sub-clause (1) of this clause or by such extended date if

any as shall be granted pursuant to the provisions hereof then at any time after

the end of the said period or last such extended date as the case may be the

Minister may give to the Company twelve (12) months notice of intention to

determine this Agreement and unless before the expiration of the said

twelve (12) months period all such proposals are so approved or determined this

Agreement shall cease and determine subject however to the provisions of

sub-clause (13) of clause 5 and clause 22 hereof.

(10) If the Company desires to mine transport and ship iron ore from the

mining areas prior to the occurrence of either of the events mentioned in

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sub-clause (1) of this clause the Company shall submit to the Minister detailed

proposals as aforesaid as to all of the matters mentioned in sub-clause (3) of this

clause and its time schedule for the implementation thereof and the provisions

of sub-clause (5) and sub-clause (7) of this clause shall mutatis mutandis apply

to the approval or determination of those proposals provided that if agreement is

not reached as to any matter submitted as mentioned in the said sub-clause (5)

and sub-clause (7) and the Company is not entitled to or fails to refer to

arbitration any dispute in relation thereto or does so refer the dispute but by the

award on arbitration the question is decided in favour of the Minister and if

within two (2) months after the decision of the Minister or the award on

arbitration the Company notifies the Minister that it does not accept the decision

or award then the proposals shall be deemed not to have been approved, or

determined and this Agreement shall continue as if the Company had never

submitted any proposals under this sub-clause (without prejudice to the

Company’s right to submit further proposals under this sub-clause). To the

extent to which the company submits proposals under this sub-clause and those

proposals are approved or determined as aforesaid the Company shall be

relieved from the obligations it might hereafter have under the said

sub-clause (3) to submit proposals to the Minister and to the extent to which the

Company complies with those proposals it shall be relieved from the obligation

it might thereafter have under clause 6 hereof.

(11) The Company may at any time after it has submitted proposals

(either in compliance with its obligations under sub-clause (3) of this clause or

pursuant to sub-clause (10) of this clause) which have been approved or

determined under this clause and under which the Company proposes initially to

utilise for the shipment of iron ore the port established by Hamersley at

Dampier aforesaid submit to the Minister detailed proposals as aforesaid for the

utilisation for the shipment of iron ore of some other port including proposals as

to the matters mentioned in sub-paragraph (ii) of paragraph (a) of the said

sub-clause (3) the provisions of sub-clause (5) of this clause (other than the last

sentence thereof) and the provisions of sub-clause (7) of this clause (in both

cases as modified by the proviso to the first sentence of sub-clause (10) of this

clause) shall mutatis mutandis apply to the approval or determination of those

proposals.

(12) The Company shall (except to the extent agreed with the Minister)

comply with proposals submitted under sub-clause (10) or sub-clause (11) of

this clause and approved or determined aforesaid.

(13) Notwithstanding the preceding provisions of this clause, if under

any arbitration under sub-clause (7) of this clause the dispute is decided against

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the Company and subsequently this Agreement ceases and determines pursuant

to the said sub-clause (7) or to sub-clause (9) of this clause the State will not for

a period of three (3) years after such determination enter into a contract with

any other party for the mining transport and shipment of iron ore from the

mining areas on terms more favourable on the whole to the other party than

those which would have applied to the Company hereunder if the question had

been determined in favour of the Company.

6.

Subject to the provisions of sub-clause (10) of clause 5 hereof the

Company shall by the end of the period of two (2) years after the last of the

proposals submitted under sub-clause (3) of clause 5 hereof is approved or

determined as aforesaid and in accordance therewith but subject to any variation

approved pursuant to clause 47 hereof and at a cost of not less than fifty million

dollars ($50,000,000) construct install provide and do all things necessary to

enable it to mine from the mineral lease and to transport by rail to the

Company’s wharf and to commence shipment therefrom in commercial

quantities at an annual rate of not less than one million (1,000,000) tons or iron

ore and without lessening the generality of this provision the Company shall be

the end of the said period of two (2) years —

(a)



construct install and provide upon the mineral lease or in the

vicinity thereof mining plant and equipment crushing

screening stockpiling and car loading plant and facilities a

power house a workshop and other things of a design and

capacity adequate to enable the Company to mine handle

load and deal with not less than three thousand (3,000) tons

of iron ore per day;



(b)



actually commence to mine and transport by rail iron ore

from the mineral lease so that the average annual rate during

the first two (2) years shall not be less than

one million (1,000,000) tons;



(c)



subject to the State having assured to the Company all

necessary rights in or over Crown lands available for the

purpose construct in a proper and workmanlike manner and

in accordance with recognised standards of railways of a

similar nature operating under similar conditions and along a

route approved or determined under this clause (but subject

to the provisions of the Public Works Act 1902 to the extent

that they are applicable) the railway the subject of proposals

determined or approved under this clause having a four feet



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eight and one-half inch (4ft. 8½in.) gauge and including

inter alia any necessary deviations, loops, spurs, sidings,

crossings, points, bridges, signalling switches and other

works and appurtenances and shall provide for crossing

places grade separation (where appropriate) or other

protective devices including flashing lights and boom gates

at major road crossings or intersections with existing

railways and operate such railway with sufficient and

adequate locomotives freight cars and other railway stock

and equipment to haul at least one million (1,000,000) tons

of iron ore per annum; and

(d)



carry out such other works as are proposed to be carried out

under the proposals as approved or determined under

clause 5 hereof.



Further Obligations of State 4

7.

(1) As soon as conveniently may be after any proposals have been

approved or determined under this Agreement the State shall in accordance with

such of those proposals as require the State to accept obligations —

(a)



grant to the Company a lease or leases under the Mining Act

or if mutually agreed a lease or leases under the Land Act

(notwithstanding any of the provisions of those Acts) of such

area of land for any railway proposed to be constructed

under the proposals as the Company shall require at a

peppercorn rental and for such term or period and on such

terms and conditions (including renewal rights) as shall be

reasonable having regard to the requirements of the

Company hereunder and to the provisions of this Agreement

(the Mining Act being deemed to be so amended varied and

modified as to enable such lease or leases to be granted);



Lands 4

(b)



page 24



grant to the Company for such terms or periods and on such

terms and conditions (including renewal rights) as subject to

the proposals shall be reasonable having regard to the

requirements of the Company hereunder and to the overall

development and access to and use by others of lands the



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subject of any grant to the Company and of services and

facilities provided by the Company —

at peppercorn rental — special leases of Crown lands for

the purposes of the townsite or railway proposed to be

constructed or provided under the proposals;

and

at rentals as prescribed by law or as are otherwise

reasonable — leases rights mining tenements reserves

and licences in on or under Crown lands

under the Mining Act, the Jetties Act 1926 or under the provisions of the

Land Act modified as in sub-clause (3) of this clause provided (as the case may

require) as the Company reasonably requires for its works and operations

hereunder including the construction or provision of railways wharves plants for

the production of iron ore concentrates, metallised agglomerates, pig iron

foundry iron and steel, an intergrated iron and steel industry, airstrips, roads

water supplies and stone and soil for construction purposes; and

Services and Facilities 4

(c)



provide any services or facilities subject to the Company

bearing and paying the capital cost involved if reasonably

attributable to or resulting from the Company’s project and

operations hereunder and reasonable charges for

maintenance and operation except operation charges in

respect of education hospital and police services and except

where and to the extent that the State otherwise agrees —



subject to such terms and conditions as may be approved or determined as

aforesaid PROVIDED THAT from and after the twentieth anniversary of the

date hereof the Company will in addition to the rentals already referred to in this

paragraph pay to the State during the currency of this Agreement after such

anniversary as aforesaid a rental (which if the Company so requests shall be

allocated in respect of such one or more of the special leases or other leases

granted to the Company hereunder and remaining current) equal to

twenty-five (25) cents per ton on all iron ore and iron ore concentrates in respect

of which royalty is payable under paragraph (h) of sub-clause (1) of clause 12

hereof in any financial year such additional rental to be paid within

three (3) months after shipment sale or use as the case may be of the iron ore

and iron ore concentrates SO NEVERTHELESS that the additional rental to be

paid under this proviso shall be not less than three hundred thousand dollars

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($300,000) in respect of any such year and the Company will within

three (3) months after expiration of that year pay to the State as further rental

the difference between three hundred thousand dollars ($300,000) and the

additional rental actually paid in respect of that year but any amount so paid in

respect of any financial year in excess of the rental payable for that year at the

rate of twenty-five (25) cents per ton as aforesaid shall be offset by the

Company against any amount payable by them to the State above the minimum

amounts payable to the State under this paragraph in respect of the

two (2) financial years immediately following the financial year in respect of

which the said minimum sum was paid.

Other Rights 4

(2) The State shall on application by the Company cause to be granted

to it such machinery and tailings leases (including leases for the dumping of

overburden) and such other leases licences reserves and tenements under the

Mining Act or under the provisions of the Land Act modified as in

sub-clause (3) of this clause provided as the Company may reasonably require

and request for its purposes under this Agreement on or near the mineral lease.

(3) For the purposes of paragraph (b) of sub-clause (1) and

sub-clause (2) of this clause section 81D of the Transfer of Land Act 1893 shall

not apply and the Land Act shall be deemed to be modified by —

(a)



the substitution for sub-section (2) of section 45A of the

following sub-section:

(2)



page 26



Upon the Governor signifying approval pursuant to

sub-section (1) of this section in respect of any

such land the same may subject to this section be

leased;



(b)



the deletion of the proviso to section 116;



(c)



the deletion of section 135;



(d)



the deletion of section 143;



(e)



the inclusion of a power to offer for leasing land within or in

the vicinity of any townsite notwithstanding that the townsite

has not been constituted a townsite under section 10; and



(f)



the inclusion of a power to grant leases or licences for terms

or periods and on such terms and conditions (including

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renewal rights) and in forms consistent with the provisions

of this Agreement in lieu of for the terms or periods and

upon the terms and conditions and in the forms referred to in

the Act and upon application by the Company in forms

consistent as aforesaid in lieu of the forms referred to in

the Act.

(4) The provisions of sub-clause (3) of this clause shall not operate so

as to prejudice the right of the State to determine any lease licence or other right

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

(5)



The State further covenants with the Company that the State —

Non-interference with Company’s rights 4

(a)



shall not during the currency of this Agreement register any

claim or grant any lease or other mining tenement under the

Mining Act or otherwise by which any person other than the

Company or an associated company will obtain under the

laws relating to mining or otherwise any rights to mine or

take the natural substances (other than petroleum as defined

in the Petroleum Act 1967) within the mineral lease unless

the Minister reasonably determines that it is not likely to

unduly prejudice or to interfere with the operations of the

company hereunder assuming the taking by the Company of

all reasonable steps to avoid the interference;



No resumption 4

(b)



As at 06 Dec 2013



subject to the provisions of sub-clause (2) of clause 18

hereof and subject to the performance by the Company of its

obligations under this Agreement shall not during the

currency hereof without the consent of the Company resume

nor suffer nor permit to be resumed by any State

instrumentality or by any local or other authority of the said

State any of the works installations plant equipment or other

property for the time being belonging to the Company and

the subject of or used for the purposes of this Agreement nor

any of the lands the subject of any lease or licence granted to

the Company in terms of this Agreement AND without such

consent (which shall not be unreasonably withheld) the State

will not create or grant or permit or suffer to be created or

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granted by any instrumentality or authority of the State as

aforesaid any road right-of-way or easement of any nature or

kind whatsoever over or in respect of any such lands, which

may unduly prejudice or interfere with the Company’s

operations hereunder;

Labour requirements 4

(c)



shall if so requested by the Company and so far as its powers

and administrative arrangements permit use reasonable

endeavours to assist the Company to obtain adequate and

suitable labour for the construction and the carrying out of

the works and operations referred to in this Agreement

including suitable immigrants for that purpose;



No discriminatory rates 4

(d)



except as provided in this Agreement shall not impose nor

permit nor 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 Company in the conduct of the

Company’s 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 Company of

full enjoyment of the rights granted and intended to be

granted under this Agreement;



Rights to other minerals 4

(e)



shall where and to the extent reasonably practicable on

application by the Company from time to time grant or assist

in obtaining the grant to the Company of prospecting rights

and mining leases with respect to limestone dolomite and

other minerals reasonably required by the Company for its

purposes under this Agreement; and



Consents to improvements on leases 4

(f)



page 28



shall as and when required by the Company (but without

prejudice to the foregoing provisions of this Agreement

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relating to the approval or determination of proposals

submitted hereunder) consent in writing where and to the

extent that the Minister considers to be reasonably justified

to the Company making improvements for the purpose of

this Agreement on the land comprised in any lease granted

by the State to the Company pursuant to this Agreement

PROVIDED THAT the Company shall also obtain any other

consents legally required in relation to such improvements.

(6) The Company shall not have any tenant rights in improvements

made by the Company on the land comprised in any lease granted by the State

to the Company pursuant to this Agreement in any case where pursuant to

clause 23 hereof such improvements will remain or become the absolute

property of the State.

Iron Ore Concentrates 4

8.

(1) The Company shall before the end of year 4 (or within such

extended period not exceeding a further two (2) years as the Company satisfies

the Minister that the Company reasonably requires and the Minister approves

and such further or other extended period as may be determined by arbitration

as hereinafter provided) —

(a)



submit to the Minister detailed proposals for the

establishment within the said State of a plant for the

production of iron ore concentrates;



(b)



in accordance with those proposals as finally approved or

determined as hereinafter in this clause provided complete

the construction of that plant at a total cost of not less than

forty million dollars ($40,000,000); and



(c)



actually commence to produce iron ore concentrates from

that plant and export those iron ore concentrates over the

Company’s wharf at an average annual rate during the

two (2) years next following the date on which the Company

first exports such iron ore concentrates in commercial

quantities of not less than one million (1,000,000) tons and



the Company will by the end of year 9 (or by the end of such extension of that

period as is equal to the aggregate of any extension approved by the Minister

pursuant to the preceding provisions of this sub-clause and any extension

determined by arbitration as hereinbefore mentioned in this sub-clause) increase

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the productive capacity of such plant to a minimum to three million

(3,000,000) tons or iron ore concentrates per annum.

(2) The Minister shall within two (2) months of the receipt of such

proposals give to the Company notice either of his approval of the proposals

(which approval shall not be unreasonably withheld) or of any objections raised

or alterations desired thereto and in the latter case shall afford to the Company

an opportunity to consult with and to submit new proposals to the Minister. If

within two (2) months of receipt of such notice agreement is not reached as to

the proposals the Company may within a further period of two (2) months elect

by notice to the State to refer to arbitration as hereinafter provided any dispute

as to the reasonableness of the Minister’s decision. If by the award on

arbitration the question is decided in favour of the Company the Minister shall

be deemed to have then approved the proposals of the Company.

(3) The arbitrator, arbitrators or umpire (as the case may be) of any

submission to arbitration hereunder is hereby empowered upon application by

either party hereto to grant any interim extension of time or date referred to

herein which having regard to the circumstances may reasonably be required in

order to preserve the rights of either or both parties hereunder and an award in

favour of the Company may in the name of the Minister grant any further

extension of time for that purpose.

(4) The Company may at any time notify the Minister that it desires to

reduce or limit the capacity of the plant hereinbefore referred to in this clause to

a capacity of five hundred thousand (500,000) tons of iron ore concentrates per

annum and upon the Company so notifying the Minister —

(a)



page 30



sub-clause (1) of this clause shall be read construed

and take effect as if the words and figures

“forty million ($40,000,000)” and

“one million (1,000,000)” (where firstly and secondly

appearing) therein were “twenty-five million dollars

($25,000,000)” and “five hundred thousand (500,000)”

respectively and as if the words and figures “and the

Company will by the end of year 9 (or by the end of such

extension of that period as is equal to the aggregate of any

extension approved by the Minister pursuant to the

proceeding provisions of this sub-clause and any extension

determined by arbitration as hereinbefore mentioned in this

sub-clause) increase the productive capacity of such plant to



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a minimum of three million (3,000,000) tons of iron ore

concentrates per annum” were deleted therefrom; and

(b)



any proposals in relation to the said plant submitted and/or

approved or determined pursuant to this clause prior to the

Company so notifying the Minister shall be read construed

and take effect as if they were correspondingly amended;

and



(c)



clause 10 hereof shall come into operation.



(5) Notwithstanding anything hereinbefore contained in this clause if

the Company can demonstrate to the satisfaction of the Minister that it is able to

construct the said plant for the production of iron ore concentrates in accordance

with proposals submitted pursuant to this clause as approved or determined for a

sum less than forty million dollars ($40,000,000) or if the Company has notified

the Minister pursuant to sub-clause (4) of this clause for a sum less than

twenty-five million dollars ($25,000,000) the Minister may in his discretion

approve a lesser sum which shall then be substituted for the sum of forty million

dollars ($40,000,000) or the sum of twenty-five million dollars ($25,000,000) as

the case may be.

(6) Notwithstanding anything to the contrary contained or implied in

this Agreement if the capacity of Hamersley’s existing pelletising plant is, or

from time to time hereafter increases beyond two million (2,000,000) tons per

annum —

(a)



each of the capacities mentioned in sub-clause (1) and

sub-clause (4) of this clause shall from time to time be

reduced by the amount of the excess above

two million (2,000,000) tons to the intent (inter alia) that —

(i)



As at 06 Dec 2013



if prior to the end of the period first mentioned in

sub-clause (1) of this clause (as extended as therein

provided) the capacity of Hamersley’s said plant is

or hereafter increases to at least

two million five hundred thousand (2,500,000)

tons per annum and (whether before or after such

increase) the Company notifies the Minister

pursuant to the said sub-clause (4) the Company

shall not have any obligation whatsoever under this

clause;



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(b)



(ii)



if prior to the end of the period last mentioned in

sub-clause (1) of this clause (as extended as therein

provided) the capacity of Hamersley’s said plant is

or hereafter increases to at least three million

(3,000,000) tons per annum but not to five million

(5,000,000) tons per annum but the Company does

not notify the Minister pursuant to the said

sub-clause (4) the only obligation of the Company

under this clause will be to complete, within the

said State and by the end of the said period

(extended as aforesaid) the construction of a plant

for the production of iron ore concentrates having a

productive capacity equal to the difference between

the annual capacity of Hamersley’s said plant as

increased from time to time and five million

(5,000,000) tons per annum; and



(iii)



if prior to the end of the period last mentioned in

sub-clause (1) of this clause (as extended as therein

provided) the capacity of Hamersley’s said plant is

or hereafter increases to at least five million

(5,000,000) tons per annum then the Company will

not have any obligation whatsoever under this

clause notwithstanding that it does not notify the

Minister pursuant to the said sub-clause (4);



each of the amounts of forty million dollars ($40,000,000)

and twenty-five million ($25,000,000) previously mentioned

in this clause shall be reduced by such amount as is mutually

agreed or failing agreement, as is determined by arbitration

pursuant to clause 53 hereof;



and this clause shall be read construed and take effect accordingly.

Company may make use of certain plant and facilities established by

Hamersley 4

9.

Notwithstanding anything to the contrary contained or implied in this

Agreement any proposals submitted pursuant to clause 5 hereof may be

proposals involving (as may be agreed by the Company with Hamersley) the

use of all or any of the following, namely, the port established by Hamersley at

Dampier in the said State, the channel, wharf, berth, swinging basin, port

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installations, airstrip, townsite, road, facilities and services established or to be

established by Hamersley at Dampier, the whole or part of Hamersley’s existing

railway from Tom Price to Dampier (including any extension thereof from Tom

Price to Paraburdoo) and any locomotives, freight cars and other railway stock

or equipment now or thereafter provided by Hamersley and subject to approval

or determination of such proposals under clause 5 hereof, the obligations of the

Company under the said clause 5 shall be modified accordingly.

Substitution of 1,000,000 tons metallised agglomerates capacity for

2,500,000 tons iron ore concentrates capacity 4

10. If the Company gives notice to the Minister as provided in sub-clause (4)

of clause 8 hereof then —

(1)



The Company will before the end of year 6 (or such extended date

if any as the Minister may approve) submit to the Minister detailed

proposals for the establishment within the said State of plant for the

production of metallised agglomerates containing provision that

such plant will by the end of year 8 (or by the end of such

extension of that period approved by the Minister pursuant to the

preceding provision of this sub-clause) have the capacity to

produce not less than one million (1,000,000) tons of metallised

agglomerates annually. Such capacity shall be additional to the

respective capacities in respect of which the Company may be

obliged to submit proposals pursuant to clause 32 hereof.



(2)



The Minister shall within two (2) months of receipt of proposals

pursuant to sub-clause (1) of this clause give to the company notice

either of his approval of those proposals (which approval shall not

unreasonably be withheld) or of any objections raised or alterations

desired thereto and in the latter case shall afford the Company an

opportunity to consult with and to submit new proposals to the

Minister. If within two (2) months of receipt of such notice,

agreement is not reached as to the proposals the Company may

within a further period of two (2) months elect by notice to the

State to refer to arbitration as provided in clause 53 of this

Agreement any dispute as to the reasonableness of the Minister’s

decision. If by the award on arbitration the question is decided in

favour of the Company the Minister shall be deemed to have

approved of the proposals of the Company.



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(3)



The Company will (except to the extent otherwise agreed with the

Minister and subject always to clause 33 hereof) before the end of

the time specified in sub-clause (1) of this clause complete the

construction of plant in accordance with the Company’s proposals

as finally approved or determined under this clause.



(4)



The arbitrator, arbitrators or umpire (as the case may be) of any

submission to arbitration hereunder is hereby empowered upon

application by either party hereto to grant any interim extension of

time or date referred to herein which having regard to the

circumstances may reasonably be required in order to preserve the

rights of either or both the parties hereunder and an award in favour

of the Company may in the name of the Minister grant any further

extension of time for that purpose.



Additional Proposals 4

11.



(1)



In the event that the Company desires —

(a)



to expand its activities beyond those specified in the

Company’s proposals as approved pursuant to clause 5

hereof; or



(b)



to undertake secondary processing; or



(c)



to undertake the production of steel,



the Company shall so notify the Minister who may, consequent upon the

outcome of the negotiations of the parties pursuant to sub-clause (2) of this

clause, require the Company to submit proposals in respect of all or any of the

matters referred to in paragraphs (a) to (n) of sub-clause (3) of clause 5 hereof

and in clauses 19 and 20 hereof and the Company shall to the extent of such

requirement submit such proposals. The provisions of clauses 5, 19 and 20

hereof shall, so far as they are applicable, apply to such proposals mutatis

mutandis.

(2) The extent to which the Company will be required to provide or

contribute towards the capital costs of services and facilities and the

maintenance thereof pursuant to clauses 19 and 20 hereof in consequence of

such proposed expansion or undertaking shall be determined by the Minister

following negotiations on such matters and in making his determination the

Minister shall have regard inter alia to the current and anticipated composition

of the town and the extent to which the ordinary responsibilities of the State

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with respect to the provision of the capital cost of such services and facilities are

to be assumed by it in the light of the State’s then current capital resources.

Obligations of Company 4

12. (1)

shall —



Throughout the continuance of this Agreement the Company

Operation of railway 4

(a)



operate any railway constructed by it in a safe and proper

manner and where and to the extent that it can do so without

unduly prejudicing or interfering with its operations

hereunder allow crossing places for roads stock and other

railways and also transport the passengers and carry the

freight of the State and of third parties on the railway subject

to and in accordance with by-laws (which shall include

provision for reasonable charges) from time to time to be

made altered and repealed as provided in sub-clause (2) of

this clause and subject thereto or if no such by-laws are

made or in force then upon reasonable terms and at

reasonable charges (having regard to the cost of the railway

to the Company) PROVIDED THAT in relation to its use of

the railway the Company shall not be deemed to be a

common carrier at common law or otherwise;



Compliance with Laws 4

(b)



in the construction operation maintenance and use of any

work installation plant machinery equipment service or

facility provided or controlled by the Company comply with

and observe the provisions hereof and subject thereto the

laws for the time being in force in the said State;



Maintenance 4

(c)



at all times keep and maintain in good repair and working

order and condition and where necessary replace all such

works installations plant machinery and equipment and any

railway the Company’s wharf roads (other than the public

roads referred to in clause 15 hereof) and water and power

supplies for the time being the subject of this Agreement;



Shipment of and price for ore 4

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(d)



subject to the provisions of this Agreement ship from the

company’s wharf all ore mined from the mineral lease and

sold and use its best endeavours to obtain therefor the best

price possible having regard to market conditions from time

to time prevailing and will not sell any direct shipping ore as

fine ore or fines PROVIDED THAT this paragraph shall not

apply to ore used for the production of iron ore concentrates

or in a plant for the production of metallised agglomerates or

steel in any part of the said State lying north of the

twenty-sixth parallel of latitude;



Access through mining areas 4

(e)



allow the State and third parties to have access (with or

without stock vehicles and rolling stock) over the mineral

lease (by separate route road or railway) PROVIDED THAT

such access over shall not unduly prejudice or interfere with

the Company’s operations hereunder.



Protection for inhabitants 4

(f)



subject to and in accordance with by-laws (which shall

include provision for reasonable charges) from time to time

to be made and altered as provided in sub-clause (2) of this

clause and subject thereto or if no such by-laws are made or

in force then upon reasonable terms and at reasonable

charges (having regard to the cost thereof to the Company)

allow the inhabitants for the time being of the townsite being

employees licencees or agents of the Company or persons

engaged in providing a legitimate and normal service to or

for the company or its employees licencees or agents to

make use of the water power recreational health and other

services or facilities provided or controlled by the Company;



Use of local labour and materials 4

(g)



page 36



so far as reasonably and economically practicable use labour

available within the said State and give preference to bona

fide Western Australian manufacturers and contractors in the

placement of orders for works materials plant equipment and

supplies where price quality delivery and service are equal to

or better than that obtainable elsewhere. In calling tenders

and/or letting contracts for works material plant equipment



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and supplies required by the Company, the Company will so

call tender quotations or by other methods of procurement

make provision that bona fide Western Australian

manufacturers and contractors are given reasonable

opportunity to tender quote or otherwise be properly

considered for such works materials plant equipment and

supplies;

Royalties 4

(h)



As at 06 Dec 2013



pay to the State royalty on all iron ore from the mineral lease

shipped or sold (other than iron ore shipped solely for testing

purposes) or (in the circumstances mentioned in

sub-paragraph (iv) of this paragraph) on iron ore

concentrates produced from iron ore from the mineral lease

or on other iron ore from the mineral lease used as

mentioned in sub-paragraph (iv) of this paragraph as

follows —

(i)



on direct shipping ore and on fine ore and fines where

such fine ore or fines are not sold or shipped

separately as such (not being locally used ore) at the

rate of seven and one half per centum (7½%) of the

f.o.b. revenue (computed at the rate of exchange

prevailing on date of receipt by the Company of the

purchase price in respect of ore shipped or sold

hereunder) PROVIDED NEVERTHELESS that such

royalty shall not be less than sixty (60) cents per ton

(subject to sub-paragraph (vi) of this paragraph) in

respect of ore the subject of any shipment or sale;



(ii)



on fine ore sold or shipped separately as such (not

being locally used ore) at the rate of three and

three quarter per centum (3¾%) of the f.o.b. revenue

(computed as aforesaid) PROVIDED

NEVERTHELESS that such royalty shall not be less

than thirty (30) cents per ton (subject to

sub-paragraph (vii) of this paragraph) in respect of ore

the subject of any shipment or sale;



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page 38



(iii)



on fines sold or shipped separately as such (not being

locally used ore) at the rate of fifteen (15) cents per

ton;



(iv)



on locally used ore (not being iron ore used for

producing iron ore concentrates) and on iron ore

concentrates produced from locally used ore and

shipped or sold or used in plant for the production of

steel or in an integrated iron and steel industry or in

plant for the production of metallised agglomerates

(other than iron ore concentrates shipped solely for

testing purposes) at the rate of fifteen (15) cents per

ton;



(v)



on all other iron ore (not being locally used ore) at the

rate of seven and one half per centum (7½%) of the

f.o.b. revenue (computed as aforesaid) without any

minimum royalty;



(vi)



if the amount ascertained by multiplying the total

tonnage of direct shipping ore shipped or sold (and

liable to royalty under sub-paragraph (i) of this

paragraph) in any financial year by sixty (60) cents is

less than the total royalty which would be payable in

respect of that ore but for the operation of the proviso

to that sub-paragraph then that proviso shall not apply

in respect of direct shipping ore shipped or sold in that

year and at the expiration of that year any necessary

adjustments shall be made accordingly;



(vii)



if the amount ascertained by multiplying the total

tonnage of fine ore shipped or sold separately as such

(and liable to royalty under sub-paragraph (ii) of this

paragraph) in any financial year by thirty (30) cents is

less than the total royalty which would be payable in

respect of that ore but for the operation of the proviso

to that subparagraph then that proviso shall not apply

in respect of fine ore shipped or sold separately as

such in that year and at the expiration of that year any

necessary adjustments shall be made accordingly;



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(viii)



the royalty at the rate of fifteen (15) cents per ton

referred to in sub-paragraphs (iii) and (iv) of this

paragraph shall be adjusted up or down (as the case

may be) as at the first day of January 1969 and as at

the beginning of every fifth year thereafter in

accordance with any variation in the average of the

basic prices of foundry pig iron c.i.f. Australian

capital city ports as announced by The Broken Hill

Proprietary Company Limited or any subsidiary

thereof from time to time during the calendar year

immediately preceding the date at which the

adjustment is required to be made as compared with

such average for the calendar year 1963;



(ix)



for the purpose of this paragraph “locally used ore”

means iron ore used by the Company or an associated

company both within the Commonwealth and within

the limits referred to in paragraph (m) of this clause

for secondary processing or in an integrated iron and

steel industry or in plant for the production of steel

and includes iron ore used by any other person or

company north of the twenty-sixth parallel of latitude

in the said State for secondary processing or in an

integrated iron and steel industry or in plant for the

production of steel; and



(x)



where iron ore concentrates are produced from an

admixture of iron ore from the mineral lease and other

iron ore a portion (and a portion only) of the iron ore

concentrates so produced being equal to the

proportion which the amount of iron in the iron ore

from the mineral lease used in the production of those

iron ore concentrates bears to the total amount of iron

in the iron ore so used shall be deemed to be produced

from iron ore from the mineral lease;



Payment of Royalties 4

(i)



As at 06 Dec 2013



within fourteen (14) days after the quarter days the last days

of March June September and December in each year furnish

to the Minister a return showing the quantity of all iron ore

and/or iron ore concentrates the subject of royalty hereunder

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and shipped sold or used (as the case may be) during the

quarter immediately preceding the due date of the return and

shall not later than two (2) months after such due date pay to

the Minister the royalty payable in respect of iron ore and/or

iron ore concentrates used and in respect of all iron ore

and/or iron ore concentrates shipped or sold pay to the

Minister on account of the royalty payable hereunder a sum

calculated on the bases of invoices or provisional invoices

(as the case may be) rendered by the Company to the

purchaser (which invoices the Company shall render without

delay simultaneously furnishing copies thereof to the

Minister) of such iron ore and/or iron ore concentrates and

shall from time to time in the next following appropriate

return and payment make (by the return and by cash) all such

necessary adjustments (and give to the Minister full details

thereof) when the f.o.b. revenue realised in respect of the

shipments shall have been ascertained;

Rent for Mineral Lease 4

(j)



page 40



by way of rent for the mineral lease pay to the State annually

in advance a sum equal to thirty-five (35) cents per acre of

the area for the time being the subject of the mineral lease

commencing on and accruing from the commencement of its

term PROVIDED THAT after production is commenced in

commercial quantities within the said State from a plant

constructed by the Company for secondary processing or for

iron and steel manufacture or steel manufacture (whichever

is first constructed pursuant to this Agreement) if and during

the period that the total area for the time being comprised

within the mineral lease —

(i)



is not more than one hundred (100) square miles the

annual rent shall be twenty (20) cents per acre;



(ii)



is over one hundred (100) square miles but not more

than one hundred and fifty (150) square miles the

annual rent shall be twenty-five (25) cents per acre;

and



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(iii)



is over one hundred and fifty (150) square miles but

not more than two hundred (200) square miles the

annual rent shall be thirty (30) cents per acre;



Other rentals 4

(k)



pay to the State the rental referred to in the proviso to

sub-clause (1) of clause 7 hereof if and when such rental

shall become payable;



Inspection 4

(l)



permit the Minister or his nominee to inspect at all

reasonable times the books of account and records of the

Company relative to any shipment sale or use of ore

hereunder including sale contracts and to take copies or

extracts therefrom and for the purposes of determining the

f.o.b. revenue payable in respect of any shipment of ore

hereunder the Company will take reasonable steps to satisfy

the State either by certificate of a competent independent

party acceptable to the State or otherwise to the Minister’s

reasonable satisfaction as to all relevant weights and

analyses and will give due regard to any objection or

representation made by the Minister or his nominee as to any

particular weight or assay of ore which may affect the

amount of royalty payable hereunder; and



Export to places outside the Commonwealth 4

(m)



As at 06 Dec 2013



ensure that unless with the prior written approval of the

Minister to do otherwise all ore from the mineral lease

shipped pursuant to this Agreement will be off-loaded at a

place outside the Commonwealth without such prior written

approval the Company shall forthwith on becoming aware

thereof give to the State notice of the fact and pay to the

State in respect of the ore the subject of the shipment such

further and additional rental calculated at a rate not

exceeding one dollar ($1) per ton of the ore as the Minister

shall demand without prejudice however to any other rights

and remedies of the State hereunder arising from the breach

by the Company of the provisions hereof. If ore is shipped

in a vessel not owned by the Company or an associated

company or any other company in which the Company has a

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controlling interest and such ore is off-loaded in the

Commonwealth the Company will not be or be deemed to be

in default hereunder if it takes appropriate action to prevent a

recurrence of such an off-loading PROVIDED FURTHER

that the foregoing provisions of this paragraph shall not

apply in any case (including any unforeseeable diversion of

the vessel for necessary repairs or arising from force majeure

or otherwise) where the Company could not reasonably have

been expected to take steps to prevent that particular

off-loading PROVIDED ALSO that the provisions of this

paragraph shall not apply —

(i)



to ore used in secondary processing or in an integrated

iron and steel industry or in plant for the production of

steel by the Company or an associated company

within the said State;



(ii)



to ore so used by the Company or an associated

company within the Commonwealth but outside the

said State to the extent that the tonnage of ore so used

does not in any year exceed fifty per centum (50%) of

the total quantity of ore used in secondary processing

or in an integrated iron and steel industry or in plant

for the production of steel by the Company or an

associated company within the State; or



(iii)



to ore so used by the Company or an associated

company within the Commonwealth but outside the

said State in excess of fifty per centum (50%) of the

total quantity of ore used in secondary processing or

in an integrated iron and steel industry or in plant for

the production of steel by the Company or an

associated company within the said State with the

prior approval of the Minister as aforesaid.



Port townsite air field 4

(n)



page 42



pay to the State or local authority concerned a sum or sums

to be agreed as a fair and reasonable proportion of the cost of

expanding the capacity of any existing air field near the port

townsite to cater for the additional air traffic resulting from

the implementation of the Company’s proposals hereunder.



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Other works and facilities 4

(o)



in accordance with the Company’s approved proposals and

as may be further required pursuant to clause 11 hereof

provide any other works services facilities building or

equipment necessary for carrying out the Company’s

obligations hereunder.



By-laws 4

(2) The Governor in Executive Council may upon recommendation by

the Company make alter and repeal by-laws for the purpose of enabling the

Company to fulfil the obligations under paragraph (a) of sub-clause (1) of this

clause and under clause 14 hereof and (unless and until the port townsite is

declared a townsite pursuant to section 10 of the Land Act) under paragraph (f)

of sub-clause (1) of this clause and under clauses 17 and 18 hereof upon terms

and subject to conditions (including terms and conditions as to user charging

and limitation of the liability of the Company) as set out in such by-laws

consistent with the provisions hereof. Should the State at any time consider that

any by-law made hereunder has as a result of altered circumstances become

unreasonable or inapplicable then the Company shall recommend 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) then as

may be decided by arbitration hereunder.

Port and Company’s Wharf 4

13. (1) The Company shall develop the port, construct the Company’s

wharf and carry out all necessary dredging of approach channels, swinging

basin and berth at the Company’s wharf and provide all necessary buoys,

beacons, markers, navigational aids, lighting equipment and services and

facilities in accordance with the Company’s relevant approved proposal

hereunder.

(2) Notwithstanding the provisions of sub-clause (1) of this clause, the

parties recognise that it may be advantageous for the State to provide all or any

of the works thereunder mentioned and in such case the parties hereto shall

together with other users and potential users of the port confer as to the manner

in and the conditions upon which the State should provide such works to the

mutual advantage of all. The Company shall pay to the State a sum or sums to

be agreed (not exceeding the amount that would have been payable had the



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Company carried out the said works) towards the cost of the said works

provided by the State.

Use of Wharf and Facilities 4

14. (1) The Company shall subject to and in accordance with by-laws

(which shall include provision for reasonable charges) from time to time to be

made and altered as provided in sub-clause (2) of clause 12 hereof and subject

thereto, or if no such by-laws are made or in force then upon reasonable terms

and at reasonable charges (having regard to the cost thereof to the Company)

allow the State and third parties to use the Company’s wharf and port

installations wharf machinery and equipment and wharf and port services and

port facilities constructed or provided by it PROVIDED THAT such use shall

not unduly prejudice or interfere with the Company’s operations hereunder and

that such use shall be subject to the prior approval of the Company.

(2) Subject to the provisions of clause 24 hereof nothing in this

Agreement shall be construed to limit the application of the Shipping and

Pilotage Act 1967.

Roads 4

15. (1) The Company shall subject to the State having assured to the

Company all necessary rights in or over Crown lands or reserves available for

the purpose at its own cost and expense and in accordance with its proposals as

approved hereunder construct such new roads as the Company may reasonably

require for the purposes of this Agreement, such roads to be of such widths, of

such materials, with such gates and warning devices, crossings (level or grade

separated where warranted) and pass-overs for cattle and for sheep and along

such routes as the parties hereto shall agree after consideration of the

requirements of the respective shire councils through whose districts any such

roads may pass and after prior consultation with the Minister. Except to the

extent that the Company’s relevant proposal as finally approved or determined

under clause 5 hereof otherwise provides, the Company shall allow the public to

use free of charge any roads constructed or upgraded under this sub-clause

PROVIDED THAT such use shall not unduly prejudice or interfere with the

Company’s operations hereunder.

(2) The Company shall have the right to use any public roads that may

from time to time exist in the area of its operations under this Agreement both

prior to the commencement date and also in the course of the Company’s

operations hereunder. If the exercise by the Company of such right results in or

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is likely to result in intensive use of any public road whereby excessive damage

or deterioration is caused thereto or whereby that road becomes inadequate for

use by the Company and the public, the Company will upon demand (except

where and to the extent that the Commissioner of Main Roads or the local or

other authority agrees to bear the whole or part of such cost) pay to the State or

the local authority concerned or other authority having control of such road the

cost of preventing or making good such damage or deterioration or of upgrading

the road to a standard commensurate with the increased traffic.

(3) If required by the Company the State shall at the Company’s cost

and expense (except where and to the extent that the Commissioner of Main

Roads agrees to bear the whole or any part of the cost) widen upgrade or

re-align any public road existing from time to time which the Company desires

to use for its operations hereunder over which the State has control subject to

the prior approval of the Commissioner of Main Roads to the proposed work.

Liability of Company 4

16.



It is hereby agreed and declared that —

(a)



for the purposes of determining whether and to the extent to

which —

(i)



the Company is 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 Company is responsible hereunder

and for no other purpose the Company 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

Company;

(b)



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for the purposes of this paragraph the terms “municipality”

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

meanings which they respectively have in the Local

Government Act 1960.



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Water 4

17. (1) The Company shall give to the State not less than two (2) years

notice of its estimated water consumption at the port and port townsite (which

amounts or such other amounts as shall be agreed between the parties hereto are

hereinafter called “the Company’s coastal water requirements”).

(2) Upon receipt of such notice the State shall in collaboration with the

Company and in accordance with a mutually agreed programme and budget at

the expense of the Company search for suitable subterranean water sources in

areas agreed to by the parties hereto.

(3) In the event that the search referred to in sub-clause (2) of this

clause identifies and proves subterranean water sources which are mutually

agreed to be adequate to supply the Company’s coastal water requirements the

State shall, in accordance with a mutually agreed programme and budget,

construct or arrange to have constructed at the Company’s expense all bores,

valves, pipelines, meters, tanks, equipment and appurtenances necessary to

supply the Company’s coastal water requirements.

(4) If, within six months of the commencement of the respective

negotiations between the parties pursuant to sub-clause (2) and sub-clause (3) of

this clause towards agreeing a programme and budget, the parties have not

reached agreement, then the latest proposal of the State with respect to such

programme and budget shall be deemed to be mutually agreed for the purposes

of this clause PROVIDED such agreement shall not prejudice the Company’s

right to require the State to undertake supplementary water studies in the areas

agreed pursuant to sub-clause (2) of this clause, as the Company may require

and at the Company’s expense.

(5) The State may in its discretion construct the water supply facilities

or any related works or appurtenances mentioned in sub-clause (3) of this clause

to achieve a capacity greater than that needed to meet the Company’s coastal

water requirements and in that event the Company shall pay to the State a sum

or sums to be agreed between the parties hereto as being the Company’s fair

share of the cost of providing the said facilities works or appurtenances.

(6) The State shall supply to the Company from sources developed by

the State pursuant to sub-clauses (3) and (5) of this clause water up to an

amount and at a rate not less than that set forth in the notice given pursuant to

subclause (1) and of this clause PROVIDED HOWEVER that should such

sources prove hydrologically inadequate to meet the Company’s coastal water

requirements the State may limit the amount of water which may be taken from

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such sources at any one time or from time to time to the maximum which such

sources are hydrologically capable of meeting as aforesaid.

(7) The Company shall give to the State not less than six (6) months

notice in respect of its requirements of water both at the townsite and within the

mineral lease to implement its obligations hereunder (which amounts or such

other amounts as shall be agreed between the parties hereto are hereinafter

called “the Company’s inland water requirements”).

(8) The Company shall in collaboration with the State search for and

make investigations to establish the availability of suitable subterranean water

sources within the mineral lease or at other locations approved by the State and

will employ and retain experienced ground water consultants where appropriate

and will furnish the Minister with copies of the consultants’ reports or

alternatively if so requested by the Company the State shall carry out the said

search and investigations at the Company’s expense.

(9) The Company shall provide and construct at its own expense to

standards and in accordance with designs approved by the State in accordance

with its relevant proposals all necessary bores valves pipelines meters tanks

equipment and appurtenances necessary to draw transport use and dispose of

water drawn from sources licensed to the Company.

(10) The Company shall make application to the State for a licence to

draw water up to an amount and at a rate not less than that set forth in the notice

given pursuant to sub-clause (7) hereof from suitable subterranean water

sources identified pursuant to the search and investigation referred to in

sub-clause (8) of this clause and as are agreed to be adequate and the State shall

grant to the Company such licence PROVIDED HOWEVER that should such

sources prove hydrologically inadequate to meet the Company’s inland water

requirements, the State may limit the amount of water which may be taken from

such sources at any one time or from time to the maximum which such sources

are hydrologically capable of meeting as aforesaid.

(11) If during the currency of a licence granted under the provisions of

this clause the Minister is of the opinion that it would be desirable for water

conservation purposes or water management purposes that sources of water

licensed to the Company be controlled and operated by the State as part of a

regional water supply scheme, the Minister may on giving six (6) months prior

notice to the Company of his intention, revoke the licence and take over the

Company’s water supply facilities in each case without payment of

compensation. Immediately from the revocation of such licence the State shall,



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subject only to the continued hydrological availability of water from such

sources, commence and thereafter continue to supply water to an amount and at

a rate required by the Company being the amount and rate to which the

Company was entitled under such revoked licence and the proviso of

sub-clause (10) of this clause shall in like manner apply to this sub-clause.

(12) The State may in its discretion develop any district or regional

water supply and for the purposes thereof construct any works of the kind

mentioned in sub-clause (9) of this clause to a greater capacity than that

required to supply the Company’s inland water requirements but in that event

the cost of the works as so enlarged shall be shared by the parties hereto in such

manner as may be agreed to be fair in all the circumstances.

(13) The Company shall design and construct its plant and facilities for

the mining handling processing and transportation of ore so that as far as

practicable non potable water may be used therein.

(14) The Company shall pay to the State for water supplied by it

pursuant to sub-clause (6) and sub-clause (11) of this clause a fair price to be

negotiated between the parties hereto having regard to the actual cost of

operating and maintaining the supply and provision for replacement of the water

supply facilities. Notwithstanding the foregoing in respect of water supplied by

the State to the Company as aforesaid for domestic purposes the Company 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.

(15) The State may grant to a third party rights to draw water from

sources from which the Company draws water always provided however that —



page 48



(a)



where the Company has paid (in whole or in part) any

moneys in respect of the investigation proving development

and utilization of such sources as provided pursuant to this

clause, the State shall require as a condition of such grant

that where such third party is or will be a substantial user of

water that party shall reimburse to the Company a proportion

of such moneys as the Minister determines is fair and

reasonable having regard inter alia to the proportion which

that party’s actual or potential requirements for water bears

to the total capacity of such sources; and



(b)



where the Company draws water from a source developed

wholly at its expense pursuant to this clause, the State shall

ensure that it is a condition of such grant to third parties that

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in the event that the capacity of the source is reduced, such

reduction shall be first applied to such third parties and

thereafter if further reduction is necessary the State’s and the

Company’s requirements shall be reduced in such proportion

as may be agreed.

(16) Without prejudice to the provision of sub-clause (10) of this clause

the Company shall collaborate with the State in an investigation of surface

water, catchments and storage dams should water supplies from available

under-ground sources prove insufficient to meet the Company’s coastal water

requirements and the Company’s inland water requirements and the Company

shall if it proposes to utilise such water catchments and/or 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 PROVIDED THAT the State may in its sole discretion elect

to construct a water storage dam or dams and reticulation facilities having a

capacity in excess of that required to supply the Company’s needs and in that

event the Company’s contribution shall be limited to a fair and reasonable

proportion of the total cost of constructing such water storage dam or dams and

reticulation facilities.

(17) Any reference in 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 sources developed for the

Company’s purposes under this Agreement.

Electricity 4

18. (1) The Company shall in accordance with its proposals as approved

construct without cost or expense to the State facilities for the generation and

transmission of electricity needed to enable the Company to carry out its

obligations hereunder and design and construct its electrical generation plant

equipment and transmission system so as to facilitate the ultimate connection of

such plant equipment and transmission system with facilities owned by the State

Electricity Commission or other third parties.

(2) The State may at any time give to the Company twelve months’

notice of its intention to acquire and may thereafter acquire the Company’s

electrical generation plant equipment and transmission system or any of them 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 Company will take all

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such steps as may be necessary to give effect to the acquisition. The State

undertakes that in such event the Company shall have first priority for its

purposes hereunder on the power generated by such plant and equipment or

capable of being transmitted along such systems and the State guarantees

subject only to its inability to supply power for any of the reasons set forth in

clause 51 hereof to supply the Company with power for all its purposes

hereunder up to the normal continuous full load capacity of such plant and

equipment and the State undertakes that in the event of such inability to supply

power the State shall take all possible steps to restore such supply regardless of

the time or day when such inability to supply power arises and may call upon

the Company to provide employees for that purpose.

(3) In the event of the State acquiring the Company’s facilities or any

of them as provided by sub-clause (2) of this clause the Company shall pay to

the State Electricity Commission the cost of all electricity supplied to the

Company by the Commission at a rate equal to the standard tariff applying from

time to time to the Commission’s system less the difference (if any) between the

Commission’s standard tariff in force at the time of the State’s acquisition of the

facilities pursuant to sub-clause (2) of this clause and the Company’s costs of

operating those facilities (including inter alia appropriate capital charges) at the

time of the said acquisition. The Commission’s rate for electricity calculated as

aforesaid shall apply to an amount of electricity equal to the continuous full load

capacity of the facilities so acquired and the Company shall pay for all

electricity supplied to it by the Commission in excess of such amount at the

Commission’s standard tariff applicable from time to time.

Townsite 4

19. (1) The Company shall collaborate with the State in the planning,

location and development of the townsite and shall employ an experienced town

planner to prepare a town plan for initial and long-term town development

which town plan shall be submitted by the Company as part of proposals

pursuant to clause 5(3)(c) hereof.

(2) The Company shall, at its cost in accordance with the relevant

approved proposal, provide and maintain at the townsite and make available —

(i)



page 50



at such prices, rentals or charges and upon such terms and

conditions as are fair and reasonable under the

circumstances, housing accommodation, services and works

including sewerage reticulation and treatment works, water

supply works, main drainage works and civic facilities; and



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(ii)



without charge public roads and buildings and other works

and equipment required for educational, hospital, medical,

police, recreation, fire or other services,



to the extent to which any of the foregoing are necessary to provide for the

needs of persons and the dependants of such persons engaged in connection

with the Company’s operations hereunder whether or not employed by the

Company.

(3) The Company shall at its cost equip the buildings referred to in

sub-clause (2) of this clause to a standard normally adopted by the State in

similar types of buildings in comparable townsites.

(4) The Company shall provide at its cost adequate housing,

accommodation for married and single staff directly connected with the

educational, hospital, medical and police services referred to in

sub-clause (2)(ii) of this clause.

(5) The extent of the obligations of the Company pursuant to

sub-clauses (3) and (4) of this clause shall be determined by the proportion

which the Company’s contribution to the cost of the facilities and services set

forth in sub-clause (2) of this clause bears to the total cost of such facilities and

services.

Existing Towns 4

20. The Company shall as the occasion may require enter into negotiations

with the State with a view to achieving the assimilation into a suitable existing

coastal town of such of the Company’s work force at the port or any other

workers employed by the Company (including the dependants of such persons)

as shall reside at or near or shall frequent the port. Subject to the provisions of

clause 11 hereof the Company shall pay to the State or the appropriate authority

the capital cost of establishing and providing additional services and facilities

and associated equipment including sewerage and water supply schemes, main

drains, education, police and hospital services to the extent to which those

additional works and services are made necessary in that town as a result of the

operations of the Company. The additional services, works and associated

equipment referred to in this clause shall be provided by the State to a standard

normally adopted by the State in providing new services works and associated

equipment in similar cases in comparable towns.



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Determination of Agreement 4

21. In any of the following events namely if the Company shall make default

in the due performance or observance of any of the covenants or obligations to

the State herein or in any lease sub-lease licence or other title or document

granted or assigned under this Agreement on its part to be performed or

observed and shall fail to remedy that default within reasonable time after notice

specifying the default is given to it by the State (or if the alleged default is

contested by the Company and promptly submitted to arbitration within a

reasonable time fixed by the arbitration award where the question is decided

against the Company the arbitrator finding that there was a bona fide dispute

and that the Company had not been dilatory in pursuing the arbitration) if the

Company shall abandon or repudiate its operations under this Agreement or if

the Company shall go into liquidation (other than a voluntary liquidation for the

purpose of reconstruction) then and in any of such events the State may by

notice to the Company determine this Agreement and the rights of the Company

hereunder and under any lease licence easement or right granted hereunder or

pursuant hereto or if the Company shall surrender the entire mineral lease as

permitted under sub-clause (2) of clause 4 hereof this Agreement and the rights

of the Company hereunder and under any lease licence easement or right

granted hereunder or pursuant hereto shall thereupon determine; PROVIDED

HOWEVER that if the Company shall fail to remedy and default (other than any

default under any of clauses 8, 10, 32, 33, 34 and 35 hereof) after such notice 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 Company and to make use of all plant machinery equipment

and installations thereon) and the costs and expenses incurred by the State in

remedying or causing to be remedied such default shall be a debt payable by the

Company to the State on demand.

Effect of determination of Agreement 4

22.



On the cessation or determination of this Agreement —

(i)



page 52



except as otherwise agreed by the Minister the rights of the

Company to in or under this Agreement and the rights of the

Company or of any assignee of the Company or any mortgagee to

in or under the mineral lease and any other lease licence easement

or right granted hereunder or pursuant hereto shall thereupon cease

and determine but without prejudice to the liability of either of the

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parties hereto in respect of any antecedent breach or default under

this Agreement or in respect of any indemnity given hereunder;

(ii)



the Company shall forthwith pay to the State all moneys which

may then have become payable or accrued due;



(iii)



the Company shall forthwith furnish to the State complete factual

statements of the investigations referred to in recital (a) hereof and

of any work research surveys and reconnaissances carried out by

the Company pursuant to the provisions of this Agreement if and

insofar as such statements may not have been furnished provided

that the Company shall not be obliged to supply technical

information of a confidential nature with respect to processes that

have been developed by the Company alone or with others or

acquired from other sources and that is not generally available to

the iron ore industry, or financial and economic information of a

confidential nature that if, disclosed, could unduly prejudice the

contractual or commercial arrangements between the Company and

third parties;



(iv)



save as aforesaid and as provided in sub-clause (13) of clause 5

hereof and in clause 23 hereof 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.



Effect on determination of lease 4

23. On the cessation or determination of any lease licence or easement

granted hereunder by the State to the company or (except as otherwise agreed

by the Minister) to an associated company or other assignee of the Company

under clause 43 hereof of land for any wharf port installation railway or housing

at any townsite near any such port constructed or established by the Company

pursuant to this Agreement the improvements and things other than plant

equipment and removable buildings erected on the relevant land and provided

for in connection therewith shall remain or become the absolute property of the

State without compensation and freed and discharged from all mortgages and

encumbrances and the Company will do and execute such documents and things

(including surrenders) as the State may reasonably require to give effect to this

provision. In the event of the Company immediately prior to such expiration or

determination or subsequent thereto deciding to remove locomotives, rolling

stock plant equipment and removable buildings owned by the Company or any

of them from any land it shall not do so without first notifying the State in

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writing of its decision and thereby granting to the State the right or option

exercisable within three (3) months thereafter to purchase at valuation in situ the

said plant equipment and removable buildings or any of them. Such valuation

shall be mutually agreed or in default of agreement shall be made by such

competent valuer as the parties may appoint or failing agreement as to such

appointment then by two competent valuers one to be appointed by each party

or by an umpire appointed by such valuers should they fail to agree.

No charge for the handling of cargoes 4

24. The State covenants that subject to the Company at its own expense

providing all works buildings dredging and things of a capital nature reasonably

required for its operations hereunder at or in the vicinity of the port no charge or

levy shall be made by the State or by any State authority in relation to the

loading of outward or the unloading of inward cargoes from the Company’s

wharf whether such cargoes shall be the property of the Company or of any

other person or corporation but the State accepts no obligations to undertake

such loading or unloading and may make the usual charges from time to time

prevailing in respect of services rendered by the State or by any State agency or

instrumentality or other local or other authority of the State and may charge

vessels using the Company’s wharf ordinary light conservancy and tonnage

dues.

Zoning 4

25. The State covenants that the mineral lease and the lands the subject of

any lease licence or easement granted to the Company 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 Company hereunder may be

undertaken and carried out thereon without any interference or interruption by

the State 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.

Rentals and Evictions 4

26. The State covenants that any State legislation for the time being in force

in the said State relating to the fixation of rentals shall not apply to any houses

belonging to the Company in the port townsite and the townsite and that in

relation to each such house the Company shall have the right to include as a

condition of its letting thereof that the Company may take proceedings for

eviction of the occupant if the latter shall fail to abide by and observe the terms

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and conditions of occupancy or if the occupant shall cease to be employed by

the Company.

Labour conditions 4

27. The State covenants that during the currency of this Agreement and

subject to compliance with its obligations hereunder the Company shall not be

required to comply with the labour conditions imposed by or under the

Mining Act in regard to the mineral lease.

Subcontracting 4

28. 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.

Rating 4

29. 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 treatment

transportation shipment and processing of ore and products derived therefrom,

which excepted parts shall be subject to the provisions of the Local

Government Act) shall for rating purposes 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 Company making

the election provided for by Section 533B of the Local Government Act 1960.

Environmental Protection 4

30. Nothing in this Agreement shall be construed to exempt the Company

from compliance with any requirement in connection with the protection of the

environment arising out of or incidental to the Company’s operations hereunder

that may be made pursuant to any Act from time to time in force by the State or

by any State agency or instrumentality or any local or other authority or

statutory body of the State.

Company to elect whether to produce metallised agglomerates or steel 4

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31. Before the end of year 6 (or such extended date if any as the Minister

may approve) the Company shall either —

(a)



give to the Minister notice that it proposes to comply with the

provisions of clause 32 hereof; or



(b)



give to the Minister notice that it proposes to comply with the

provisions of clause 34 hereof.



Metallised agglomerates 4

32. If pursuant to clause 31 hereof the Company gives to the Minister notice

that it proposes to comply with the provisions of this clause then —

(1)



the company will —

(a)



before the end of year 6 (or such extended date if any as the

Minister may approve) submit to the Minister detailed

proposals for the establishment within the said State of plant

for the production of metallised agglomerates containing

provision that such plant will by the end of year 8 (or such

extended date if any as the Minister may approve) have the

capacity to produce not less than one million (1,000,000)

tons of metallised agglomerates annually;



(b)



before the end of year 8 (or such extended date if any as the

Minister may approve) submit to the Minister detailed

proposals for the expansion of the productive capacity of

such plant to not less than two million (2,000,000) tons of

metallised agglomerates annually by the end of year 10 (or

such extended date if any as the Minister may approve); and



(c)



before the end of year 10 (or such extended date if any as the

Minister may approve) submit to the Minister detailed

proposals for the further expansion of the productive

capacity of such plant to not less than three million

(3,000,000) tons of metallised agglomerates annually by the

end of year 12 (or such extended date if any as the Minister

may approve).



If Minister gives notice clauses 35 to 39 and 41 to operate 4

(2) The Minister may at any time after receipt of the notice referred to

in clause 31(a) hereof and before the expiration of two (2) months after the

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receipt of any proposals submitted pursuant to sub-clause (1) of this clause give

to the Company notice that notwithstanding the Company’s proposal to comply

with the provisions of this clause the State requires the provisions of clauses 35,

36, 37, 39 and 41 hereof to apply and upon the giving of such notice —

(a)



the provisions of sub-clauses (1), (3), (4) and (5) of this

clause shall cease to operate and neither the Company nor

the Minister shall have any further or continuing obligation

thereunder; and



(b)



the provisions of clauses 35, 36, 37, 39 and 41 hereof shall

come into operation.



(3) If the Minister does not give to the Company notice pursuant to

sub-clause (2) of this clause then the Minister shall within two (2) months of the

receipt of each of the proposals referred to in sub-clause (1) of this clause give

to the Company notice either of his approval of those proposals (which approval

shall not unreasonably be withheld) or of any objections raised or alterations

desired thereto and in the latter case shall afford the Company an opportunity to

consult with and to submit new proposals to the Minister. If within

two (2) months of receipt of such notice, agreement is not reached as to the

proposals the Company may within a further period of two (2) months elect by

notice to the State to refer to arbitration as provided in clause 53 of this

Agreement any dispute as to the reasonableness of the Minister’s decision. If

by the award on arbitration the question is decided in favour of the Company

the Minister shall be deemed to have approved the proposals of the Company.

(4) The Company will (except to the extent otherwise agreed with the

Minister and subject always to clause 33 hereof) within the respective times

specified in paragraphs (a), (b) and (c) of sub-clause (1) of this clause complete

the construction of plant in accordance with such proposals as finally approved

or determined under this clause.

(5) The arbitrator arbitrators or umpire (as the case may be) of any

submission to arbitration hereunder is hereby empowered upon application by

either party hereto to grant any interim extension of time or date referred to

herein which having regard to the circumstances may reasonably be required in

order to preserve the rights of either or both parties hereunder and an award in

favour of the Company may in the name of the Minister grant any further

extension of time for that purpose.

If metallised agglomerates not feasible 4



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33. (1) If the Company at any time considers that the construction of plant

for the production of metallised agglomerates as required to be proposed under

clause 9 or clause 32 hereof or as required pursuant to any proposals finally

approved or determined under those clauses (hereinafter called “the metallising

operation”) is for any technical, economic and/or other reason not feasible then

the Company may (without prejudice to its rights (if any) under clause 51 of this

Agreement) submit to the Minister the reasons why it considers the metallising

operation is not feasible, together with supporting data and other information.

(2) Within two (2) months after receipt of a submission from the

Company under sub-clause (1) of this clause the Minister shall notify the

Company whether or not he agrees with its submission.

(3) If the Minister notifies the Company that he does not agree with its

submission then at the request of the Company made within two (2) months

after receipt by the Company of the notification from the Minister, the Minister

will appoint a tribunal (hereinafter called “the Tribunal”) of three persons (one

of whom shall be a Judge of the Supreme Court of Western Australia or failing

him a Commissioner appointed pursuant to section 49 of the Supreme Court

Act 1935 and the others of whom shall have appropriate technical or economic

qualifications) to decide whether or not the metallising operation is feasible and

the Tribunal in reaching its decision shall take into account (inter alia) the

Company’s submission, the amount of capital required for the metallising

operation, the availability of that capital at that time on reasonable terms and

conditions, the likelihood of the Company being able to sell metallised

agglomerates at sufficient prices and in sufficient quantities and for a sufficient

period to justify the metallising operation having regard to the amount and rate

of return on total funds that would be involved in or in connection with the

production and sale of metallised agglomerates by the Company and the

comparable amount and rate of return on total funds employed in comparable

metallurgical processes in Australia.

(4) If the Minister notifies the Company that he agrees with its

submission of if on reference to the Tribunal the Tribunal decides that the

metallising operation is not feasible then —

(a)



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the Company will not have any obligation or further

obligation to submit proposals in respect of the metallising

operation as provided in clause 10 or clause 32 hereof or to

carry out such proposals in respect thereof as may have been

finally approved or determined pursuant to those clauses;



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(b)



the Minister and the Company will forthwith confer with a

view to agreeing on the substitution for the Company’s

obligations in respect of the metallising operation the

obligation to carry out some other feasible operation (related

directly to the mining and metallurgical industry)

representing an economic development within the said State

approximately equivalent to the metallising operation.



(5) If within two (2) months after the Minister notifies the Company

that he agrees with its submission or (as the case may be) within two (2) months

after the Tribunal has announced its decision that the metallising operation is

not feasible the Minister and the Company have not reached agreement under

subclause (4)(b) of this clause then the Minister will instruct the Tribunal to

decide whether any and if so what other feasible operation of the kind referred

to in that subclause is capable of being and should be undertaken by the

Company and the Tribunal in reaching its decision thereon shall have regard to

any submissions made to it by the Minister and by the Company and also (inter

alia) to the amount of capital required for such other operation, the availability

of that capital at that time on reasonable terms and conditions, the likelihood of

the Company being able to sell the product of such operation at sufficient prices

and in sufficient quantities and for a sufficient period to justify the same having

regard to the amount and rate of return on total capital that would be involved in

or in connection with that other operation and the comparable amount and rate

of return on total funds employed in comparable processes in Australia.

(6) If the Minister and the Company reach agreement under

subclause (4)(b) of this clause or if on reference to the Tribunal under

sub-clause (5) of this clause the Tribunal decides that some other feasible

operation is capable of being and should be undertaken by the Company then

this Agreement shall be altered to give effect to that agreement or as the case

may be that decision and the Company shall be obliged to comply with the

obligations imposed on it as a result of such alteration.

(7) If the Company makes a submission to the Minister under

sub-clause (1) of this clause then the period from the time of making that

submission to the time when the Minister notifies the Company that he does not

agree with its submission or (if the Company requests the Minister as provided

in subclause (3) of this clause) to the time (if any) when the Tribunal decides

that the metallising operation is feasible shall be added to the respective times

by which the Company is required to comply with any of its obligations under

clause 10 or as the case may be under clause 32 hereof.



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(8) The Company may invoke the foregoing provision of this clause at

any time and from time to time in respect of all or any of its obligations arising

under clause 10 or clause 32 hereof and the references to the metallising

operation in those provisions shall as the case may require be read and

construed as referring to the one or more of those obligations in respect of

which those provisions are invoked by the Company. PROVIDED THAT the

Company may not without the consent of the Minister invoke the foregoing

provisions of this clause in respect of its obligations under clause 32 hereof until

it has pursuant to that clause constructed plant having the capacity to produce

not less than one million (1,000,000) tons of metallised agglomerates annually.

If the Minister does not give such consent within one (1) month after application

therefor by the Company the provisions of sub-clause (2) of clause 32 hereof

shall operate as if the Minister had given notice to the Company pursuant to that

sub-clause and the Minister shall be deemed to have given such notice

accordingly and the Company shall be released from any obligations pursuant to

this clause and clause 32 hereof accordingly.

Production of steel if Company elects to produce steel 4

34. If pursuant to clause 31 hereof the Company gives to the Minister notice

that it proposes to comply with the provisions of this clause then —

(1)



The Company will before the end of year 17 submit to the Minister

detailed proposals for the establishment within the said State of

plant for the production of steel containing provision that such

plant will by the end of year 22 have the capacity to produce not

less than five hundred thousand (500,000) tons of steel annually

and will by the end of year 27 have the capacity to produce not less

than one million (1,000,000) tons of steel annually.



(2)



The Minister shall within two (2) months of receipt of such

proposals give to the Company notice of his approval of those

proposals (which approval shall not unreasonably be withheld) or

of any objections raised or alterations desired thereto and in the

latter case shall afford the Company an opportunity to consult with

and to submit new proposals to the Minister. If within

two (2) months of receipt of such notice, agreement is not reached

as to the proposals the Company may within a further period of

two (2) months elect by notice to the State to refer to arbitration as

provided in clause 53 of this Agreement any dispute as to the

reasonableness of the Minister’s decision. If by the award on

arbitration the question is decided in favour of the Company the



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Minister shall be deemed to have approved the proposals of the

Company.

(3)



The Company will (except to the extent otherwise agreed with the

Minister) before the end of the respective times specified in

sub-clause (1) of this clause complete the construction of plant in

accordance with the Company’s proposals as finally approved or

determined under this clause.



(4)



The arbitrator arbitrators or umpire (as the case may be) of any

submission to arbitration hereunder is hereby empowered upon

application by either party hereto to grant any interim extension of

time or date referred to herein which having regard to the

circumstances may reasonably be required in order to preserve the

rights of either or both the parties hereunder and an award in favour

of the Company may in the name of the Minister grant any further

extension of time for that purpose.



Production of steel if Minister requires Company to produce steel 4

35. (1) The provisions of this clause and of clauses 36, 37, 38, 39 and 41

hereof shall not operate unless and until the Minister has given notice or is

deemed to have given notice to the Company pursuant to sub-clause (2) of

clause 32 hereof.

(2) The Company will in due course investigate the feasibility of

establishing an integrated iron and steel industry within the said State and will

from time to time review this matter with a view to its being in a position before

the end of year 17 to submit to the Minister detailed proposals for such industry

(capable ultimately of producing one million (1,000,000) tons of steel per

annum) containing provision that —

(a)



by the end of year 22 productive capacity will be at an

annual rate of not less than and during year 23 production

will be not less than five hundred thousand (500,000) tons of

pig iron foundry iron or steel (hereinafter together refered to

as “product”) of which not less than two hundred and

fifty thousand (250,000) tons will be steel;



(b)



production will progressively increase so that by the end of

year 26 productive capacity will be at an annual rate of not

less than and during year 27 production will be not less than

one million (1,000,000) tons of product (of which not less



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than five hundred thousand (500,000) tons will be steel) and

by the end of year 28 productive capacity will be at an

annual rate of not less than and during year 29 production

will be not less than one million (1,000,000) tons of steel;

and

(c)



the capital cost involved will be not less than

eighty million dollars ($80,000,000) unless the Company

utilises a less expensive but at least equally satisfactory

method of manufacture than any at present known to either

party.



(3) If before the end of year 17 such proposals are submitted by the

Company to the Minister the Minister shall within two (2) months of the receipt

thereof give to the Company notice either of his approval of the proposals

(which approval shall not unreasonably be withheld) or of any objections raised

or alterations desired thereto and in the latter case shall afford to the Company

an opportunity to consult with and to submit new proposals to the Minister. If

within thirty (30) days of receipt of such notice agreement is not reached as to

the proposals the Company may within a further period of thirty (30) days elect

by notice to the State to refer to arbitration as hereinafter provided any dispute

as to the reasonableness of the Minister’s decision. If by the award on

arbitration the question is decided in favour of the Company the Minister shall

be deemed to have then approved the proposals of the Company.

(4) If such proposals are not submitted by the Company to the Minister

before the end of year 17 or if such proposals are so submitted but are not

approved by the Minister within two (2) months after receipt thereof then

(subject to any extension of time granted under subclause (3) of clause 8 hereof)

if by the end of year 20 (or extended date if any) the State gives to the Company

notice that some other company or party (hereinafter referred to as “the Third

Party”) has agreed to establish an integrated iron and steel industry within the

said State (using iron ore from the mineral lease) on terms not more favourable

on the whole to the Third Party than those proposed by or available to the

Company hereunder then this Agreement will (subject to the provisions of

clauses 22 and 23 and clauses 38 and 41 hereof) cease and determine at the end

of year 27 or at the date by which the Third Party has substantially established

that industry whichever is the later.

(5) If by the end of year 20 (or extended date if any) the State has not

given to the Company any such notice as is referred to in subclause (4) of this

clause that subclause shall thereupon cease to have effect except that (to the

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extent that they can from time to time operate) the provisions of subclause (4) of

this clause shall revive (for a period of three (3) years) at the end of year 30 and

at the end of each successive period of thirteen (13) years thereafter in such a

way that each year referred to in that subclause shall be read as the year (13) or

(as the case may require) a multiple of thirteen (13) years thereafter (subject to

extensions of dates if any as aforesaid).

(6) The Company may at any time after the end of year 17 submit

proposals for an integrated iron and steel industry if at that time it has not

received any notice under subclause (4) of this clause and the provisions of

subclauses (2) and (3) of this clause shall apply to such proposals.

(7) Except as provided in subclause (4) of this clause this Agreement

will continue in operation subject to compliance by the Company with its

obligations hereunder and with such proposals by the Company as are approved

by the Minister.

(8) Notwithstanding anything contained herein no failure by the

Company to submit to the Minister proposals as aforesaid nor any non-approval

by the Minister of such proposals shall constitute a breach of this Agreement by

the Company and the only consequences arising from such failure or

non-approval (as the case may be) will be those set out in subclause (4) of this

clause.

“Substantial establishment” 4

36. The Third Party shall have substantially established a plant for an

integrated iron and steel industry when and not before that party’s integrated

iron and steel industry has the capacity to produce one million (1,000,000) tons

of steel per annum and the Minister has notified the Company that he is satisfied

that that party will proceed bona fide to operate its plant or industry.

Terms “not more favourable” 4

37. In deciding whether for the purposes of clause 35 hereof the terms

granted by the State to some company or party are not more favourable on the

whole than those proposed by or available to the Company regard shall be had

inter alia to all the obligations that would have continued to devolve on the

Company had it proceeded with iron and steel manufacture or steel manufacture

including its obligations in regard to secondary processing and its obligations to

establish or construct works and facilities for the mining transportation by rail

and shipment of iron ore and restrictions relating thereto and its obligations to

pay rent additional rental and royalty and also to the need for the other company

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or party to pay on a fair and reasonable basis for or for the use of property

accruing to the State under clause 23 hereof and made available by the State to

that company or party but also to any additional or equivalent obligations to the

State assumed by that company or party.

Supply of iron ore by others 4

38. If at the date upon which this Agreement ceases and determines pursuant

to clause 35 hereof the Company remains under any obligation for the supply of

iron ore arising out of a contract or contracts entered into by the Company with

the consent of the Minister the Company may give notice to the Minister that it

desires the State to ensure that the Third Party is obligated to discharge such

remaining obligations. Forthwith upon receipt of such notice the State will

ensure that the Third Party is obligated to discharge such obligations in

accordance with such contract or contracts on a basis that is fair and reasonable

as between the Company and the Third Party or if desired to supply iron ore to

the Company into ships on such fair and reasonable basis.

Supply of iron ore to others 4

39. The Company covenants and agrees with the State that should the

Company remain in possession of the mineral lease for any period during which

the Third Party is operating or is ready to operate a plant for an integrated iron

and steel industry and have available to it facilities for the purpose then during

such period (whenever commencing) the Company will supply the Third Party

with iron ore from the mineral lease (not exceeding in all five million

(5,000,000) tons per annum unless otherwise agreed) —



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(i)



at such rates and grade (as may reasonably be available and be

required);



(ii)



at such points on the Company’s railway;



(iii)



at such price; and



(iv)



on such other terms and conditions as may mutually be agreed

between the Company and the State or failing agreement

decided by arbitration between them PROVIDED ALWAYS

that the price shall unless otherwise agreed between them be

equivalent to the total cost of production and transport incurred

by the Company (including reasonable allowance for

depreciation and all overhead expenses) plus ten per

centum (10%) of such total cost.

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Acceleration of Company’s steel obligations 4

40. If before the first day of January 1977 the State gives to the Company

notice that it is willing to supply the Company at all times from the

commencement of the first day of January, 1986 and thereafter during the

continuance in operation of this Agreement with all the Company’s

requirements for electrical power anywhere within a radius of thirty (30) miles

from the Post Office at Dampier and anywhere within a radius of

thirty (30) miles from the northernmost point of Cape Lambert in the said State

(including all electrical power from time to time required by the Company for

secondary processing, for the production of iron and/or steel and for all ancillary

purposes including crushing, screening and loading, and the operation of any

port or ports but not including electrical power from time to time required by

the Company for any townsite or townsites established or to be established by

the Company) at a total cost to the Company of six tenths of a cent (0.6c) per

kilowatt hour and supplied by the State at points reasonably adjacent to the

respective places at which it is from time to time required by the Company, then

the State and the Company will forthwith enter into an agreement for the supply

of such electrical power accordingly, and from and after the date when such

agreement is entered into and so long as the State complies with all its

obligations under the said agreement clauses 34 and 35 hereof shall be read

construed and take effect as if each numeral appearing therein immediately after

the word “year” were a numeral six (6) less than each such numeral.

41.

If by the end of the year first referred to in sub-clause (2) of clause 35

hereof (or any later time to which that time has been extended by the Minister)

detailed proposals for an integrated iron and steel industry as referred to in

sub-clause (2) of clause 35 hereof are not submitted by the Company to the

Minister then the Minister may at any time before the expiration of

two (2) months after the end of that year (or as the case may be that later time)

give to the Company notice that the provisions of clauses 35, 36, 37, 38 and 39

hereof are to cease to operate and upon the giving of such notice all those

provisions will cease to operate and should any notice have by then been given

by the Minister to the Company pursuant to sub-clause (4) of clause 35 hereof

such last mentioned notice shall cease to have and shall be deemed not to have

had any force or effect.

Indemnity 4

42. The Company will indemnify and keep indemnified the State and its

servants agents and contractors in respect of all actions suits claims demands or



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costs of third parties arising out of or in connection with any work carried out

by the Company pursuant to this Agreement or relating to its operations

hereunder or arising out of or in connection with the construction maintenance

or use by the Company or its servants agents contractors or assignees of any

wharf railway or other works or services the subject of this Agreement or the

plant apparatus or equipment installed in connection therewith and will also

indemnify and keep indemnified the State against all actions suits compensation

claims demands or costs by third parties under the Ratifying Act the Public

Works Act 1902 the Land Act or any other Act in respect of or as a consequence

of the resumption or deprivation of the use of any land where such resumption

or deprivation of the use of any land where such resumption or deprivation of

use is made or done by the State for the purpose of granting to the Company a

lease right mining tenement easement reserve or licence pursuant to

sub-clause (2) of clause 4 and sub-clause (1) of clause 7 hereof.

Assignment 4

43. (1)

time —



Subject to the provision of this clause the Company may at any

(a)



assign mortgage charge sublet or dispose of to an associated

company or associated companies as of right and to any

other company or companies or person or persons with the

consent in writing of the Minister the whole or any part of

the rights of the Company hereunder (including its rights to

or as the holder of any lease licence easement grant or other

title) and of the obligations of the Company hereunder; and



(b)



appoint as of right an associated company or associated

companies or with the consent of the Minister any other

company or companies or person or persons to exercise all

or any of the powers functions and authorities which are or

may be conferred on the Company hereunder;



subject however to the assignee or assignees or (as the case may be) the

appointee or appointees executing in favour of the State 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 Company to be complied with observed or

performed in regard to the matter or matters so assigned or (as the case may be)

the subject of the appointment.

(2) Notwithstanding anything contained in or anything done under or

pursuant to sub-clause (1) of this clause the Company shall at all times during

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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 and in any lease licence easement grant or other title the

subject of an assignment under the said sub-clause (1).

44.

Notwithstanding the provisions of section 82 of the Mining Act and of

regulations 192 and 193 made thereunder and of section 81D of the Transfer of

Land Act 1893 insofar as the same or any of them may apply —

(a)



no mortgage or charge in a form commonly known as a

floating charge made or given pursuant to clause 43 hereof

over any lease licence reserve or tenement granted hereunder

or pursuant hereto by the Company or any assignee or

appointee who has executed, and if for the time being bound

by a deed of covenant made pursuant to clause 43 hereof;



(b)



no transfer or assignment made or given at any time in

exercise of any power of sale contained in any such

mortgage or charge;



shall require any approval or consent (other than such consent as may be

necessary under clause 43 hereof) and no such mortgage or charge shall be

rendered ineffectual as an equitable charge by the absence of any approval or

consent (otherwise that as required by clause 43 hereof) or because the same is

not registered under the provisions of the Mining Act.

45.

The Company may arrange for any obligation undertaken by the

Company hereunder (including any obligation to erect a plant or plants for the

production of or any obligation to produce iron ore concentrates metallised

agglomerates, pig iron, foundry iron or steel and any obligation arising out of

proposals being approved deemed to have been approved or determined under

this Agreement to construct a railway and/or to provide locomotives freight cars

and other railway stock and equipment therefor) to be undertaken either wholly

or partially by any associated company or associated companies or with the

Minister’s consent (which consent shall not be unreasonably withheld) by any

other company or companies and fulfilment of any such obligation in whole or

in part by such associated company or associated companies or by that other

company or companies shall be deemed to be fulfilment (wholly or partially as

the case may be) of that obligation by the Company hereunder. Where such

associated company or associated companies or such other company or

companies now has or at some future time has installed or provided a plant or

plants for the production of iron ore concentrates, metallised agglomerates, pig

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iron foundry iron or steel, or a railway or other facilities any increase in the

capacity of carried out under arrangements made by the Company with such

associated company or associated companies or (with the prior consent of the

Minister as aforesaid) with such other company or companies shall to the extent

of the increase reduce or (as the case may be) extinguish any obligation of the

Company to provide such capacity.

Variation 4

46. (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 or right granted hereunder or

pursuant hereto for the purpose of implementing or facilitating any of the

objects of this Agreement.

(2) Where in the opinion of the Minister an agreement made pursuant

to sub-clause (1) of this clause would constitute a material or substantial

alteration of the rights or obligations of either party hereto, the Agreement shall

contain a provision to that effect and the Minister shall cause that agreement to

be laid on the table of each House of Parliament within twelve sitting days of

the date of its execution.

(3) If either House does not pass a resolution disallowing the

agreement, within twelve sitting days of that House after the agreement has

been laid before it, the agreement shall have effect, from and after the last day

on which the agreement might have been disallowed.

Variation of Proposals 4

47. The Minister may from time to time at the request of the Company

approve variations in the detailed proposals relating to any railway or port site

and/or port facilities or dredging programme or townsite or town planning or

any other facilities or services or other plans specifications or proposals which

may have been approved pursuant to this Agreement and in considering such

variation shall have regard to any changes consequent upon joint user proposals

of any such works facilities or services and other relevant factors arising after

the date hereof. Where the variation referred to in this clause constitutes a

material or substantial alteration to the rights and/or obligations of either party

as set out in this Agreement the provisions of clause 46 shall apply.

Joint user 4



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48. (1) The Company shall be entitled at any time and from time to time

with the prior approval in writing of the Minister to enter into an agreement

with any third party for the joint construction maintenance and user or for the

joint user only of any work constructed or agreed to be constructed by the

Company pursuant to the terms of this Agreement or by such other party

pursuant to any agreement entered into by it with the State and in any such

event any amount expended in or contributed to the cost of such construction by

the Company shall for the purpose of the calculation of the sum agreed to be

expended on that work by the Company under this Agreement and if so

approved by the Minister be taken and accepted as an amount equal to the total

amount expended (whether by the Company or the said third party or by them

jointly) in the construction of such work.

(2) When any agreement entered into by the Company with some other

company or person results in that other company or person discharging all or

any of the obligations undertaken by the Company under this Agreement or

renders it unnecessary for the Company to discharge any obligation undertaken

by it hereunder the Minister will discharge or temporarily relieve the Company

from such part of its obligations as is reasonable having regard to the extent of

any period for which the other company or person actually effects the discharge

of those obligations.

Alteration of works 4

49. It at any time the State finds it necessary to request the Company to alter

the situation of any of the installations or other works (other than the

Company’s wharf) erected constructed or provided hereunder and gives to the

Company notice of the request the Company shall within a reasonable time after

receipt of the notice but at the expense in all things (including increased running

costs) of the State (unless the alteration is rendered necessary by reason of a

breach by the Company of any of its obligations hereunder) alter the situation

thereof accordingly.

Export Licence 4

50. (1) On request by the Company the State shall make representations to

the Commonwealth for the grant to the Company of a licence or licenses under

Commonwealth law for the export of ore in such quantities and at such rate or

rates as shall be reasonable having regard to the terms of this Agreement the

capabilities of the Company and to maximum tonnages of ore for the time being

permitted by the Commonwealth for export from the said State and in a manner

or terms not less favourable to the Company (except as to rate or quantity) than

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the State has given or intends to give in relation to such licence or licenses to

any other exporter of ore from the said State.

(2) If at any time the Commonwealth limits by export licence the total

permissible tonnage of ore for export from the said State then the Company will

at the request of the State and within three (3) months of such request inform the

State whether or not it intends to export to the limit of the tonnage permitted to

it under Commonwealth licences in respect of the financial year next following

and if it does not so intend will co-operate with the State in making

representation to the Commonwealth with a view to some other producer in the

said State being licensed by the Commonwealth to export such of the tonnage

permitted by the Commonwealth in respect of that year as the Company does

not require and such other producer may require. Such procedure shall continue

to be followed year by year during such time as the Commonwealth limits by

export licence the total permissible tonnage of ore for export from the said

State.

(3) The Company shall be in default hereunder if at any time it fails to

obtain any licence or licences under Commonwealth law for the export of ore as

may be necessary for the purpose of enabling the Company to fulfil its

obligations hereunder or if any such licence is withdrawn or suspended by the

Commonwealth and such failure to obtain or such withdrawal or suspension (as

the case may be) is due to some act or default by the Company or to the

Company not being bona fide in its application to the Commonwealth or

otherwise having failed to use its best endeavours to have the licence granted or

restored (as the case may be) but save as aforesaid if at any time any necessary

licence is not granted or any licence granted to the Company shall be withdrawn

or suspended by the Commonwealth and so that as a result thereof the Company

is not for the time being permitted to export at least the tonnage it has

undertaken with the State it will export then the Company shall not be obliged

to export that tonnage during the period such licence is not granted or is

withdrawn or suspended. The State shall at all times be entitled to apply on

behalf of the Company (and is hereby authorised by the Company so to do) for

any licence or licences under Commonwealth law for the export of ore as may

from time to time be necessary for the purposes of this Agreement.

Delays 4

51. This Agreement shall be deemed to be made subject to any delays in the

performance of obligations under this Agreement and to the temporary

suspension of continuing obligations hereunder which may be occasioned by or

arise from circumstances beyond the power and control of the party responsible

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for the performance of such obligations including delays or any such temporary

suspension as aforesaid caused by or arising from Act of God force majeure

floods storms tempests washaways fire (unless caused by the actual fault or

privity of the Company) act of war act of public enemies riots civil commotion

strikes lockouts stoppages restraint of labour or other similar acts (whether

partial or general) shortages of labour or essential materials reasonable failure to

secure contractors delays of contractors and inability (common in the iron ore

export industry) to profitably sell iron ore, inability (common in the iron ore

concentrates export industry) to profitably sell iron ore concentrates or inability

to profitably sell metallised agglomerates or factors due to overall world

economic conditions or factors which could not reasonably have been foreseen

PROVIDED ALWAYS that the party whose performance of obligations is

affected by any of the said causes shall minimise the effect of the said causes as

soon as possible after the occurrence.

Power to extend periods 4

52. Notwithstanding any provision hereof the Minister may at the request of

the Company from time to time extend any period or date referred to in this

Agreement for such period or to such later date as the Minister thinks fit and the

extended period or later date where advised to the Company by notice from the

Minister shall be deemed for all purposes hereof substituted for the period or

date so extended.

Arbitration 4

53. Any dispute or difference between the parties arising out of or in

connection with this Agreement or any agreed amendment or variation thereof

or agreed addition thereto or as to the construction of this Agreement or any

such amendment variation or addition or as to the rights duties or liabilities of

either party thereunder 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 PROVIDED THAT except where this Agreement makes

express provision for arbitration hereunder or except where by this Agreement

the Minister is required to act reasonably or not to act unreasonably this clause

shall not apply to any case where the Minister is by this Agreement given either



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expressly or impliedly a power or discretion to approve consent direct or

otherwise act in any particular way.

Notices 4

54. 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 Public

Service of the said State acting by the direction of the Minister and forwarded

by prepaid post to the Company at its registered office for the time being in the

said State and by the Company if signed on its behalf by a director manager or

secretary of the Company or by any person or persons authorised by the

Company in that behalf or by its solicitors as notified to the State from time to

time and forwarded by prepaid post to the Minister and any such notice consent

in 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.

Exemption from stamp duty 4

55. (1) The State shall exempt from any stamp duty which but for the

operation of this clause would or might be chargeable on —



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(a)



this Agreement;



(b)



any instrument executed by the State pursuant to this

Agreement granting to or in favour of the Company or any

permitted assignee of the Company any tenement lease

easement licence or other right or interest;



(c)



any assignment sub-lease or disposition (other than by way

of mortgage or charge) or any appointment made in

conformity with the provisions of sub-clause (1) of clause 43

hereof; and



(d)



any assignment sub-lease or disposition (other than by way

of mortgage or charge) or any appointment to or in favour of

the Company or an associated company of any interest right

obligation power function or authority which has already

been the subject of an assignment sub-lease disposition or

appointment executed pursuant to sub-clause (1) of clause 43

hereof;



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PROVIDED THAT this clause shall not apply to any instrument or other

document executed or made more than seven (7) years from the date hereof.

(2) If prior to the date on which the Bill referred to in clause 2(a)

hereof 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 sub-clause (1) of

this clause the State when such 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.

Interpretation 4

56. This Agreement shall be interpreted according to the law for the time

being in force in the said State.

FIRST SCHEDULE

Firstly — The Agreement under seal of even date herewith between the

Honourable John Trezise Tonkin, M.L.A., Premier of the State of

Western Australia acting for and on behalf of the said State and

Instrumentalities thereof of the first part HANCOCK PROSPECTING

PTY. LTD. and WRIGHT PROSPECTING PTY. LTD. of the second

part.

Secondly — The Agreement under seal of even date herewith between the

Honourable John Trezise Tonkin, M.L.A., Premier of the State of

Western Australia acting for and on behalf of the said State and

Instrumentalities thereof of the one part and Hamersley of the other part.

SECOND SCHEDULE

WESTERN AUSTRALIA

IRON ORE (MOUNT BRUCE) AGREEMENT ACT 1972

MINERAL LEASE

LEASE NO.



GOLDFIELD



ELIZABETH THE SECOND by the Grace of God of the United Kingdom

Australia and Her other Realms and Territories Queen, Head of the

Commonwealth, Defender of the Faith:

TO ALL WHOM THESE PRESENTS shall come GREETINGS:

KNOW YE that WHEREAS by an Agreement made the

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day of

1972 BETWEEN the STATE OF WESTERN AUSTRALIA of

the one part and MOUNT BRUCE MINING PTY. LIMITED (hereinafter called

“the Company” which expression will include the successors and assigns of the

Company) of the other part the said State has agreed to grant to the Company a

mineral lease or leases of portion or portions of the lands referred to in the said

Agreement as the mining areas and whereas the said Agreement was ratified by

the Iron Ore (Mount Bruce) Agreement Act 1972, which said Act (inter alia)

authorised the grant of a mineral lease or leases to the Company NOW WE in

consideration of the rents and royalties reserved by and of the provisions of the

said Agreement and in pursuance of the said Act DO BY THESE PRESENTS

GRANT AND DEMISE unto the Company subject to the said provisions ALL

THOSE pieces or parcels or land situated in the

Goldfield(s) containing

approximately

acres and (subject to such corrections as may be

necessary to accord with the survey when made) being the land shaded pink on

the plan in the Schedule hereto and all those mines, veins, seams, lodes and

deposits of iron ore in on or under the said land (hereinafter called “the said

mine”) together with all rights, liberties, easements, advantages and

appurtenances thereto belonging or appertaining to a lessee of a mineral lease

under the Mining Act 1904 including all amendments thereof for the time being

in force and all regulations made thereunder for the time being in force (which

Act and regulations are hereinafter referred to as “the Mining Act”) or to which

the Company is entitled under the said Agreement TO HOLD the said land and

mine and all and singular the premises hereby demised for the full term of

twenty-one years from the

day of

19 with the right to renew

the same from time to time for further periods, each of twenty-one years as

provided in but subject to the said Agreement for the purposes but upon and

subject to the terms covenants and conditions set out in the said Agreement and

to the Mining Act (as modified by the said Agreement) YIELDING and paying

therefor the rent and royalties as set out in the said Agreement AND WE DO

hereby declare that this lease is subject to the observance and performance by

the Company of the following covenants and conditions, that is to say —

(1)



The Company shall and will use the land bona fide exclusively for

the purposes of the said Agreement.



(2)



Subject to the provisions of the said Agreement the Company shall

and will observe, perform and carry out the provisions of the Mines

Regulation Act 1946, and all amendments thereof for the time

being in force, and the regulations for the time being in force made

thereunder and subject to and also as modified by the said



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Agreement the Mining Act so far as the same effect or have

reference to this lease.

PROVIDED THAT this lease and any renewal thereof shall not be determined

or forfeited otherwise than under and in accordance with the provisions of the

said Agreement.

PROVIDED FURTHER that all petroleum on or below the surface of the

demised land is reserved to Her Majesty with the right to Her Majesty or any

person claiming under her or lawfully authorised in that behalf to have access to

the demised land for the purpose of searching for and for the operations of

obtaining petroleum in any part of the land under the provisions of the

Petroleum Act 1967.

IN WITNESS whereof we have caused our Minister for Mines to affix his

seal and set his hand hereto at Perth in the said State of Western Australia

and the common seal of the Company has been affixed hereto this

day of

19

THE SCHEDULE ABOVE REFERRED TO:

IN WITNESS WHEREOF these presents have been executed the day and year

first hereinbefore written.

SIGNED by the said THE

HONOURABLE JOHN TREZISE

TONKIN, M.L.A. in the presence of —



JOHN T. TONKIN.



DON MAY,

Minister for Mines.



THE COMMON SEAL OF MOUNT

BRUCE MINING PTY. LIMITED was

hereto affixed in the presence of —



(C.S.)



R. T. MADIGAN,

Director.

JOHN CALDER,

Secretary.



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[First Schedule amended: No. 94 of 1976 s. 4.]



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1976 Variation Agreement Second Schedule



Second Schedule — 1976 Variation Agreement

[s. 2]

[Heading inserted: No. 94 of 1976 s. 5; amended: No. 19 of 2010

s. 4.]

THIS AGREEMENT made the 5th day of October, 1976 BETWEEN THE

HONOURABLE SIR CHARLES WALTER MICHAEL COURT, O.B.E.,

M.L.A., Premier of the State of Western Australia acting for and on behalf of

the said State and Instrumentalities thereof from time to time (hereinafter called

“the State”) of the one part and MOUNT BRUCE MINING PTY. LIMITED a

company incorporated under the Companies Act of the said State and having its

registered office at 191 St. George’s Terrace, Perth (hereinafter called “the

Company” which expression will include the successors and assigns of the

Company) of the other part —

WHEREAS it is desired to amend the provisions of the principal Agreement

(as hereinafter defined);

NOW THIS AGREEMENT WITNESSETH:

1.



In this Agreement subject to the context —

“principal Agreement” means the Agreement of which a copy is set

out in the Schedule to the Iron Ore (Mount Bruce) Agreement

Act 1972;

words and phrases to which meanings are given under clause 1 of the

principal Agreement (other than words or phrases to which

meanings are given in the foregoing provisions of this clause)

shall have the same respective meanings in this Agreement as are

given to them under clause 1 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.

3.

The subsequent clauses of this Agreement shall not operate unless and

until —

(1) The Bill to ratify this Agreement as referred to in clause 2

hereof is passed as an Act before the 30th day of November, 1976 or such

later date if any as the parties hereto may mutually agree upon; and



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(2) a Bill to ratify the Agreement referred to in the Schedule

hereto is passed as an Act before the 30th day of November, 1976 or such

later date if any as the parties hereto may mutually agree upon.

4.



The principal Agreement is hereby varied as follows —

(1)



as to clause 1 —

(a)



by inserting after the definition of “Hamersley” the

following definition —

“Hamersley Amending Agreement” means the

agreement of which a copy is set out in the

Third Schedule to the Iron Ore (Hamersley

Range) Agreement Act 1963-1972 as amended

by the Agreement of which a copy is set out in

the Fourth Schedule to that Act and as further

amended by the Agreement dated the 5th day of

October, 1976 between the State of the one part

and Hamersley Iron Pty. Limited of the other

part; and



(b)



by inserting after the definition of “metallised

agglomerates” the following definition —

“metallised agglomerate production commencement

date” means the date upon which Hamersley

pursuant to the provisions of clause 9 of the

Hamersley Amendment Agreement first

commences to produce metallised agglomerates

in commercial quantities; ;



(2)



by adding after clause 10 a new clause 10A as follows —

10A. If Hamersley pursuant to sub-clause (1) of

clause 8A of the Hamersley Amending Agreement submits

detailed proposals to the State for the establishment within

the said State of a plant for the production of iron ore

concentrates then the operation of clauses 8 and 10 hereof

shall be suspended until either

(a)



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Hamersley complies with its obligations

under sub-clauses (1) and (2) of the said

clause 8A in which event this Agreement

shall thenceforth be read and construed as



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if the said clauses 8 and 10 were deleted

herefrom; or

(b)



Hamersley commits a breach of its

obligations under the said sub-clauses (1)

and (2) in which event the said clauses 8

and 10 shall recommence to operate but

thereafter shall be read and construed as

if —

(i)



the reference “year 4” in

sub-clause (1) of the said clause 8

read “year 8”;



(ii)



the reference “year 9” wheresoever

appearing in the said clause 8 read

“year 13”; and



(iii)



the reference “year 6” in

sub-clause (1) of the said clause 10

read “year 10” and the reference

“year 8” in that sub-clause read

“year 12”. ;



(3) as to clause 31 by substitution for the passage “end of

year 6” in line one, the passage “expiry of one (1) year from the

metallised agglomerate production commencement date”;

(4)



As at 06 Dec 2013



(a)



as to subclause (1) of clause 32 —

(i)



by substituting for the passage “end of year 6”

in line one, the passage “expiry of one (1) year

from the metallised agglomerate production

commencement date”; and



(ii)



by substituting for the passages “the end of

year 8”, “the end of year 10”, and “the end of

year 12” wheresoever appearing the passages

“the expiry of three (3) years from the

metallised agglomerate production

commencement date”, “the expiry of

five (5) years from the metallised agglomerate

production commencement date”, and “the

expiry of seven (7) years from the metallised

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agglomerate production commencement date”,

respectively; and

(b)



as to subclause (2) of clause 32 —

by adding after the words “pursuant to” in line four, the

passage “paragraph (a) of”.

THE SCHEDULE.



THE Agreement of even date herewith between THE HONOURABLE SIR

CHARLES WALTER MICHAEL COURT, O.B.E., M.L.A., Premier of the

State of Western Australia acting for and on behalf of the said State and the

Instrumentalities thereof of the first part and HAMERSLEY IRON PTY.

LIMITED of the second part.

IN WITNESS WHEREOF these presents have been executed the day and the

year first hereinbefore written.



SIGNED by the said THE

HONOURABLE SIR CHARLES

WALTER MICHAEL COURT,

O.B.E., M.L.A. in the presence

of



CHARLES COURT



ANDREW MENSAROS,

MINISTER FOR INDUSTRIAL

DEVELOPMENT



THE COMMON SEAL of

MOUNT BRUCE MINING

PTY. LIMITED was hereunto

affixed in the presence of



[C.S.]



Director.



DONALD S. STEWART,



Secretary.



C. J. S. RENWICK,



[Second Schedule inserted: No. 94 of 1976 s. 5.]

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Third Schedule

1987 Variation Agreement



Third Schedule — 1987 Variation Agreement

[s. 2]

[Heading inserted: No. 26 of 1987 s. 7; amended: No. 19 of 2010

s. 4.]

THIS AGREEMENT is made the 28th day of May 1987 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 one

part and MOUNT BRUCE MINING PTY. LIMITED a company incorporated

in Western Australia and having its registered office at 191 St. George’s

Terrace, Perth (hereinafter called “the Company” which expression shall

include the successors and assigns of the Company) of the other part.

WHEREAS:

(a)



the State and the Company are the parties to the agreement dated the

10th day of March, 1972 which agreement was ratified by and is

scheduled to the Iron Ore (Mount Bruce) Agreement Act 1972, as varied

by the agreement dated the 5th day of October, 1976 ratified by the Iron

Ore (Mount Bruce) Agreement Act Amendment Act 1976 (which

agreement as so varied is referred to in this Agreement as “the Principal

Agreement”);



(b)



the obligations of the Company under clauses 8 and 10 of the Principal

Agreement have been satisfied pursuant to the provisions of paragraph (a)

of clause 10A of the Principal Agreement by the construction by

Hamersley Iron Pty. Limited of the plant for the production of iron ore

concentrates referred to in that clause;



(c)



the Principal Agreement contains other provisions with regard to the

secondary and further processing of iron ore intended, where feasible, to

further the economic development of the State; and



(d)



the parties, consistent with the above intention but in the light of changed

world circumstances with respect to the secondary and further processing

of iron ore, have agreed to vary certain of the provisions of the Principal

Agreement in relation thereto and to broaden the scope for substitution of

alternative investments.



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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 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.



3.



The subsequent clauses of this Agreement shall not operate unless and

until —

(a)



the Bill to ratify this Agreement referred to in clause 2 hereof; and



(b)



a Bill to ratify the Agreement referred to in the Schedule hereto



are passed as Acts before the 30th day of June, 1987 or such later date if

any as the parties may agree.

4.



The Principal Agreement is hereby varied as follows —

(1)



Clause 1 —

(a)



by inserting, before the definition of “approve”, the

following definition —

“ “alternative investments” means investments in the said

State which are within the ability and competence of the

Company or of corporations which are related to the

Company for the purposes of the Companies (Western

Australia) Code and which are approved by the Minister

from time to time as alternative investments for the purpose

of this Agreement (which approval shall not be unreasonably

withheld in the case of an investment which would add value

or facilitate the addition of value, beyond mining, to the

mineral resources of the said State);”;



(b)



in the definition of “associated company”, by deleting

“section 6 of the Companies Act 1961” and substituting the

following —

“section 7 of the Companies (Western Australia) Code”;



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(c)



(2)



by deleting the definitions of “Hamersley Amending

Agreement” and “metallised agglomerate production

commencement date”.



Clause 7 subclause (1) —

by deleting in the proviso “payable by them” and substituting the

following —

“payable by it”.



(3)



By deleting clauses 8, 10 and 10A.



(4)



Clause 21 —

by deleting “(other than any default under any of clauses 8, 10, 32,

33, 34 and 35 hereof)” and substituting the following —

“(other than any default under clause 41A or clause 41B hereof)”



(5)



By deleting clauses 31 to 41 inclusive.



(6)



By inserting before clause 42 the following clauses —

“41A. (1) (a)



(b)



As at 06 Dec 2013



The Company shall subject to sub-clause (5) of

this clause and to clause 41B of this Agreement

on or before the 31st day of December, 1991

submit to the Minister detailed proposals for the

establishment within the said State of plant for

the production of steel containing provision that

such plant will by the 31st day of December,

1994 have the capacity to produce not less than

five hundred thousand (500,000) tons of steel

annually and will by the 31st day of December,

1999 have the capacity to produce not less than

one million (1,000,000) tons of steel annually.

If the Company reasonably requires an

additional period for the purpose of submitting

adequate proposals under this sub-clause or

making a contract for the sale of steel products

then the company may apply to the Minister

before the 31st day of December, 1991 for an

extension of time beyond that date in order to

complete the preparation of its proposals and

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the Minister will grant such extension of time

(being not less than twelve months) as he

considers warranted in the circumstances.

(2) The provisions of clause 51 hereof shall not apply to

sub-clause (1) of this clause.

(3) The Minister shall within two (2) months of receipt of

such proposals give to the Company notice of his

approval of those proposals (which approval shall not

be unreasonably withheld) or of any objections raised

or alterations desired thereto and in the latter case shall

afford the Company an opportunity to consult with and

to submit new proposals to the Minister. If within

two (2) months of receipt of such notice agreement is

not reached as to the proposals, the Company may

within a further period of two (2) months elect by

notice to the State to refer to arbitration as provided in

clause 53 of this Agreement any dispute as to the

reasonableness of the Minister’s decision. If by the

award on arbitration the question is decided in favour of

the Company the Minister shall be deemed to have

approved the proposals of the Company.

(4) The Company shall (except to the extent otherwise

agreed with the Minister) before the end of the

respective times specified in sub-clause (1) of this

clause complete the construction of plant in

accordance with the Company’s proposals as finally

approved or determined under this clause.

(5) (a)



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The Company may at any time before the time

for submission of proposals pursuant to

sub-clause (1) of this clause apply to the

Minister for approval that the carrying out by

the company of alternative investments be

accepted by the State in lieu of all or some part

of the Company’s obligations in respect of the

establishment of plant for the production of

steel pursuant to this clause.



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(b)



41B.



Where the Minister approves a request under

paragraph (a) of this sub-clause the Company

shall implement the investments in accordance

with that approval and upon completion thereof,

or earlier with the agreement of the Minister,

the provisions of sub-clause (1) of this clause or

that part of those provisions which pursuant to

the said approval are to be satisfied by those

investments shall cease to apply.



(1) If the Company at any time considers that the

establishment of plant for the production of steel or, as

the case may be, the expansion of the productive

capacity of such plant as required to proposed or as

required pursuant to any proposals finally approved or

determined pursuant to clause 41A hereof (hereinafter

called “the steel operation”) is for any technical,

economic or other reason not feasible, whether in

whole or in part, then the Company may submit to the

Minister the reasons why it considers the steel

operation is not feasible, together with supporting data

and such other relevant information as the Minister

may require.

(2) Within two (2) months after receipt of a submission

from the Company under sub-clause (1) of this Clause

the Minister shall notify the Company whether or not

he agrees with its submission.



As at 06 Dec 2013



(3) (a)



If the Minister notifies the company that he

does not agree with its submission than at the

request of the Company made within

two (2) months after receipt by the Company of

the notification from the Minister, the Minister

will refer the matter to arbitration pursuant to

clause 53 hereof to decide whether or not the

steel operation is feasible.



(b)



If the Company does not request a reference to

arbitration under paragraph (a) of this

sub-clause or if on a reference to arbitration it is

decided that the steel operation is feasible the

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Company shall comply with its obligations

under clause 41A hereof provided that the

period from the time that the Company made its

submission under sub-clause (1) of this clause

to the time when the Minister notified the

Company that he did not agree with its

submission or the time when it was decided by

arbitration that the steel operation was feasible

as the case may be shall be added to the

respective times by which the Company is

required to comply with those obligations.

(4) If the Minister notifies the Company that he agrees

with its submission or if on reference to arbitration it

is decided that all or part of the steel operation is not

feasible, then —

(a)



The Company shall not have any obligation or

further obligation to submit proposals in respect

of so much of the steel operation as has been

found not to be feasible or to carry out the

relevant part of any proposals in respect thereof

that may have been finally approved or

determined pursuant to clause 41A hereof; and



(b)



the Company shall thenceforth be obliged to

identify and investigate potential alternative

investments which would (either alone or in the

aggregate with other alternative investments)

represent economic development within the said

State approximately equivalent to the steel

operation (or relevant part thereof).



(5) In carrying out its obligations under sub-clause (4)(b)

of this clause the Company shall take account of and

investigate, to the extent reasonable under the

circumstances having regard, inter alia, to the

expertise of the Company and related corporations,

any potential alternative investments which are prim

facia feasible and which are formally referred to the

Company by the Minister from time to time.



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(6) The Company shall submit to the Minister in detail its

programme for the identification and investigation of

potential alternative investments pursuant to

paragraph (b) of sub-clause (4) and sub-clause (5) of

this clause not later than two (2) months after

receiving the notice from the Minister or the decision

on arbitration as the case may be referred to in

sub-clause (4) of this clause which programme shall

specify the potential alternative investments it is

investigating and any potential alternative investments

it intends to investigate and shall set forth the

Company’s proposed timetable for its investigations

of those investments and the feasibility thereof.



As at 06 Dec 2013



(7) (a)



Within two (2) months after receipt of a

programme from the Company under

sub-clause (6) of this clause the Minister shall

notify the Company of any investments referred

to in the programme which he would be prepared

to approve as alternative investments and

forthwith after such a notice the Company and

the Minister shall meet to agree upon a

programme (including timing) for studies by the

Company into the feasibility of those

investments.



(b)



The Company shall duly investigate the

feasibility of any potential alternative

investments referred to in paragraph (a) of this

sub-clause and report to the Minister thereon in

accordance with the programme agreed pursuant

thereto or determined by arbitration hereunder.



(c)



Where any such potential alternative investment

is accepted by the Minister as an alternative

investment and agreed by the Company and the

Minister or found on arbitration to be feasible

the Company and the Minister shall forthwith

meet to agree on a date by which the Company

shall submit detailed proposals for that

alternative investment.



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(d)



(8) (a)



(b)



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The Company shall report to the Minister on its

progress in performing its obligations under

paragraphs (b) and (c) of this sub-clause at such

intervals as the Minister may require but not

more frequently, in respect of any such matter,

than once in every three (3) months for

summary reports and once in every

twelve (12) months for detailed written reports.

The Company shall submit its detailed proposals

for any alternative investment referred to in

sub-clause (7)(c) of this clause not later than the

date agreed pursuant to that sub-clause.

The provisions of sub-clause (3) of clause 41A

hereof shall apply mutatis mutandis to the

approval or determination of proposals made

under this sub-clause. The Company shall

implement proposals so approved or determined

in accordance with the terms thereof.



(9) (a)



The obligations of the Company under

sub-clause 4(b) of this clause shall continue

until the parties agree or it is found on

arbitration that alternative investments

representing economic development within the

said State approximately equivalent to the steel

operation (or relevant part thereof) as provided

for in that sub-clause have become the subject

of proposals approved or determined in

accordance with sub-clause (8) of this clause.



(b)



So long as the Company has continuing

obligations under sub-clause (4)(b) of this

clause the Company shall as and when it

identified any potential alternative investment

forthwith submit to the Minister a programme

for the investigation of that investment and the

feasibility thereof by the Company including its

proposed timetable for the investigations.



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(c)



(10)



(7)



The provisions of sub-clauses (7) and (8) of this

clause shall mutatis mutandis apply to a

programme submitted under paragraph (b) of

this sub-clause as if it were a programme under

sub-clause (6) of this clause.



The Company may invoke the foregoing provisions of

this clause at any time and from time to time in

respect of all or any of its obligations arising under or

pursuant to clause 41A hereof and the references to

the steel operation in those provisions shall as the case

may require be read and construed as referring to the

one or more of those obligations in respect of which

those provisions are invoked by the Company.”.



Clause 51 —

by deleting “inability (common in the iron ore concentrates export

industry) to profitably sell iron ore concentrates or inability to

profitably sell metallised agglomerates” and substituting the

following —

“inability to profitably sell steel or the product of any production

facility required to be established pursuant to this Agreement”.



(8)



Clause 53 —

(a)



by inserting after the clause designation 53 the sub-clause

designation (1);



(b)



by deleting “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 PROVIDED THAT”

and substituting the following —

“and settled by arbitration under the provisions of the

Commercial Arbitration Act 1985 Provided That —

(a)



As at 06 Dec 2013



notwithstanding sections 6 and 7 of that Act the

matter, unless the parties agree on the appointment of

a specific single arbitrator, shall be referred to and

settled by arbitration under that Act by a tribunal of

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three (3) arbitrators of whom the State shall appoint

one, the Company shall appoint one and those

two arbitrators shall appoint the third; and

(b)



notwithstanding section 20(1) of that Act each party

may be represented by a duly qualified legal

practitioner or other representative



and PROVIDED FURTHER THAT”;

(c)



by inserting the following sub-clauses —

“(2) The arbitrator or arbitrators as the case may be

determining any submission to arbitration under this

Agreement shall have power upon application by

either party to grant any interim extension of time or

date referred to herein which having regard to the

circumstances may reasonably be required in order to

preserve the rights of either or both of the parties

hereunder and an award in favour of the Company

may in the name of the Minister grant any further

extension of time for that purpose.

(3)



(9)



In deciding issues of economic feasibility the

arbitrator or arbitrators as the case may be shall have

regard to any submissions made by the Minister and

by the Company and also (inter alia) to the amount of

capital required for the investment, the availability of

that capital at that time on reasonable terms and

conditions, the likelihood of the investment being able

to generate sufficient cash flow for a sufficient period

to justify the same having regard to the amount and

rate of return of total capital that would be involved in

or in connection with the investment and the weighted

average cost of capital to the Company.”.



Clause 54 —

by deleting “in writing” and substituting the following —

“or writing”



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THE SCHEDULE

The Agreement of even date with this Agreement between THE

HONOURABLE BRIAN THOMAS BURKE, M.L.A., Premier of the State of

Western Australia, acting for an on behalf of the said State and its

instrumentalities and HAMERSLEY IRON PTY. LIMITED.

IN WITNESS WHEREOF this Agreement has been executed by or on behalf of

the parties hereto on the date first hereinbefore mentioned.



SIGNED by the said THE

HONOURABLE BRIAN

THOMAS BURKE, M.L.A.

in the presence of:



BRIAN BURKE



D. PARKER

MINISTER FOR MINERALS

AND ENERGY



THE COMMON SEAL of

MOUNT BRUCE MINING

PTY. LIMITED was hereunto

affixed by authority of the

Directors in the presence of:



[C.S.]



Director T. BARLOW

Secretary G. B. BABON

[Third Schedule inserted: No. 26 of 1987 s. 7.]



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Fourth Schedule — 2010 Variation Agreement

[s. 2]

[Heading inserted: No. 61 of 2010 s. 14.]

2010



THE HONOURABLE COLIN JAMES BARNETT

PREMIER OF THE STATE OF WESTERN AUSTRALIA



AND



MOUNT BRUCE MINING PTY. LTD.

ACN 008 714 010



IRON ORE (MOUNT BRUCE) AGREEMENT 1972



RATIFIED VARIATION AGREEMENT



[Solicitor’s details]



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THIS AGREEMENT is made this 17th day of November 2010

BETWEEN

THE HONOURABLE COLIN JAMES BARNETT MLA., Premier of the

State of Western Australia acting for and on behalf of the said State and

instrumentalities thereof from time to time (State)

AND

MOUNT BRUCE MINING PTY. LIMITED ACN 008 714 010 of Level 22,

Central Park, 152-158 St Georges Terrace, Perth, Western Australia

(Company).

RECITALS

A.



The State and the Company are the parties to the agreement dated

10 March 1972 ratified by and scheduled to the Iron Ore (Mount Bruce)

Agreement Act 1972 and which as subsequently added to, varied or

amended is referred to in this Agreement as the “Principal Agreement”.



B.



The State and the Company wish to vary the Principal Agreement.



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 shall endeavour to secure its

passage as an Act prior to 31 December 2010 or such later date as the

parties may agree.



3.



(a)



Clause 4 does not come into operation unless or until an Act passed

in accordance with clause 2 ratifies this Agreement.



(b)



If by 30 June 2011, or such later date as may be agreed pursuant to

clause 2, clause 4 has not come into operation then unless the

parties hereto otherwise agree this Agreement shall cease and

determine and neither party shall have any claim against the other

party with respect to any matter or thing arising out of or done or



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performed or omitted to be done or performed under this

Agreement.

4.



The Principal Agreement is hereby varied as follows:

(1)



in clause 1:

(a)



by deleting the current definitions of “direct shipping ore”,

“fine ore”, “fines” and “f.o.b. revenue”;



(b)



by inserting in the appropriate alphabetical positions the

following new definitions:

“agreed or determined” means agreed between the Company

and the Minister or, failing agreement within three months of

the Minister giving notice to the Company that he requires

the value of a quantity of iron ore to be agreed or

determined, as determined by the Minister (following, if

requested by the Company, consultation with the Company

and its consultants in regard thereto) and in agreeing or

determining a fair and reasonable market value of such iron

ore assessed on an arm’s length basis the Company and/or

the Minister as the case may be shall have regard to:



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(i)



in the case of iron ore initially sold at cost pursuant to

paragraph (B) of the proviso to clause 12(1)(d), the

prices for that type of iron ore prevailing at the time

the price for such iron ore was agreed between the

arm’s length purchaser referred to in

paragraph (B)(iii) of that proviso and the seller in

relation to the type of sale and the relevant

international seaborne iron ore market into which

such iron ore was sold and where prices beyond the

deemed f.o.b. point are being considered the

deductions mentioned in the definition of f.o.b. value;

and



(ii)



in any other case, the prices for that type of iron ore

prevailing at the time the price for such iron ore was

agreed between the Company and the purchaser in

relation to the type of sale and the market into which

such iron ore was sold and where prices beyond the



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deemed f.o.b. point are being considered the

deductions mentioned in the definition of f.o.b. value;

“approved proposal” means a proposal approved or

determined under this Agreement;

“beneficiated ore” means iron ore that has been concentrated

or upgraded (otherwise than solely by crushing, screening,

separating by hydrocycloning or a similar technology which

uses primarily size as a criterion, washing, scrubbing,

trommelling or drying or by a combination of 2 or more of

those processes) by the Company in a plant constructed

pursuant to a proposal approved pursuant to an Integration

Agreement or in such other plant as is approved by the

Minister after consultation with the Minister for Mines and

“beneficiation” and “beneficiate” have corresponding

meanings;

“deemed f.o.b. point” means on ship at the relevant loading

port;

“deemed f.o.b. value” means an agreed or determined value

of the iron ore as if the iron ore was sold f.o.b. at the deemed

f.o.b. point as at:

(a)



in the case of iron ore the property of the Company

which is shipped out of the said State, the date of

shipment; and



(b)



in any other case, the date of sale, transfer of

ownership, disposal or use as the case may be;



“EP Act” means the Environmental Protection

Act 1986 (WA);

“fine ore” means iron ore (not being beneficiated ore) which

is screened and will pass through a 6.3 millimetre mesh

screen;

“f.o.b. value” means:

(i)



As at 06 Dec 2013



subject to paragraph (ii), in the case of iron ore

shipped and sold by the Company, the price which is

payable for the iron ore by the purchaser thereof to

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the Company or an associated company or, where the

Minister considers, following advice from the

appropriate Government department, that the price

payable in respect of the iron ore does not represent a

fair and reasonable market value for that type of iron

ore assessed on an arm’s length basis, such amount as

is agreed or determined as representing such a fair

and reasonable market value, less all export duties

and export taxes payable to the Commonwealth on

the export of the iron ore and all costs and charges

properly incurred and payable by the Company from

the time the iron ore shall be placed on ship at the

relevant loading port to the time the same is delivered

and accepted by the purchaser including:



(ii)



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(1)



ocean freight;



(2)



marine insurance;



(3)



port and handling charges at the port of

discharge;



(4)



all costs properly incurred in delivering the iron

ore from port of discharge to the smelter and

evidenced by relevant invoices;



(5)



all weighing sampling assaying inspection and

representation costs;



(6)



all shipping agency charges after loading on

and departure of ship from the relevant loading

port;



(7)



all import taxes by the country of the port of

discharge; and



(8)



such other costs and charges as the Minister

may in his discretion consider reasonable in

respect of any shipment or sale;



in the case of iron ore initially sold at cost pursuant to

paragraph (B) of the proviso to clause 12(1)(d), the

price which is payable for the iron ore by the arm’s

length purchaser as referred to in paragraph (B)(iii) of

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that proviso or, where the Minister considers,

following advice from the appropriate Government

department, that the price payable in respect of the

iron ore does not represent a fair and reasonable

market value for that type of iron ore assessed on an

arm’s length basis in the relevant international

seaborne iron ore market, such amount as is agreed or

determined as representing such a fair and reasonable

market value, less all duties, taxes, costs and charges

referred to in paragraph (i) above;

(iii)



in all other cases, the deemed f.o.b. value.



For the purpose of subparagraph (i) of this definition, it is

acknowledged that the consideration payable in an arm’s

length transaction for iron ore sold solely for testing

purposes may be less than the fair and reasonable market

value for that iron ore and in this circumstance where the

Minister in his discretion is satisfied such consideration

represents the entire consideration payable, the Minister shall

be taken to be satisfied that such entire consideration

represents the fair and reasonable market value;

“Government agreement” has the meaning given in the

Government Agreements Act 1979;

“Integration Agreement” means:



As at 06 Dec 2013



(a)



the agreement approved by and scheduled to the Iron

Ore (Hamersley Range) Agreement Act 1963, as from

time to time added to, varied or amended; or



(b)



the agreement approved by and scheduled to the Iron

Ore (Robe River) Agreement Act 1964, as from time to

time added to, varied or amended; or



(c)



the agreement approved by and scheduled to the Iron

Ore (Hamersley Range) Agreement Act Amendment

Act 1968, as from time to time added to, varied or

amended; or



(d)



the agreement ratified by and scheduled to the Iron

Ore (Mount Bruce) Agreement Act 1972, as from time

to time added to, varied or amended; or

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(e)



the agreement ratified by and scheduled to the Iron

Ore (Hope Downs) Agreement Act 1992, as from time

to time added to, varied or amended; or



(f)



the agreement ratified by and scheduled to the Iron

Ore (Yandicoogina) Agreement Act 1996, as from

time to time added to, varied or amended; or



(g)



the agreement approved by and scheduled to the Iron

Ore (Mount Newman) Agreement Act 1964, as from

time to time added to, varied or amended; or



(h)



the agreement approved by and scheduled to the Iron

Ore (Mount Goldsworthy) Agreement Act 1964, as

from time to time added to, varied or amended; or



(i)



the agreement ratified by and scheduled to the Iron

Ore (Goldsworthy-Nimingarra) Agreement Act 1972,

as from time to time added to, varied or amended; or



(j)



the agreement authorised by and as scheduled to the

Iron Ore (McCamey’s Monster) Agreement

Authorisation Act 1972, as from time to time added to,

varied or amended; or



(k)



the agreement ratified by and scheduled to the Iron

Ore (Marillana Creek) Agreement Act 1991, as from

time to time added to, varied or amended;



“Integration Proponent” means in relation to an Integration

Agreement, “the Company” or “the Joint Venturers” as the

case may be as defined in, and for the purpose of, that

Integration Agreement;

“iron ore” includes, without limitation, beneficiated ore;

“laws relating to native title” means laws applicable from

time to time in the said State in respect of native title and

includes the Native Title Act 1993 (Commonwealth);

“loading port” means:

(a) the Port of Dampier; or

(b) Port Walcott; or

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(c) the Port of Port Hedland; or

(d) any other port constructed after the variation date under

an Integration Agreement; or

(e) such other port approved by the Minister at the request

of the Company from time to time for the shipment of

iron ore from the mineral lease;

“lump ore” means iron ore (not being beneficiated ore)

which is screened and will not pass through a 6.3 millimetre

mesh screen;

“Minister for Mines” means the Minister in the Government

of the said State for the time being responsible (under

whatsoever title) for the administration of the Mining

Act 1978 (WA);

“Related Entity” means a company in which:

(a)



as at 21 June 2010; and



(b)



after 21 June 2010, with the approval of the Minister,



a direct or (through a subsidiary or subsidiaries within the

meaning of the Corporations Act 2001 (Commonwealth))

indirect shareholding of 20% or more is held by:

(c)



Rio Tinto Limited ABN 96 004 458 404; or



(d)



BHP Billiton Limited ABN 49 004 028 077; or



(e)



those companies referred to in paragraphs (c) and (d)

in aggregate;



“variation date” means the date on which clause 4 of the

variation agreement made on or about 17 November 2010

between the State and the Company comes into operation;

“washing” means a process of separation by water using

only size as a criterion;

(c)



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in the definition of “alternative investments” by deleting “or

of corporations which are related to the Company for the

purposes of the Companies (Western Australia) Code”;



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(d)



in the definition of “Company’s wharf” by inserting “and in

clauses 12(1)(d) and 14(1) also any additional wharf

constructed by the Company pursuant to this Agreement”;



(e)



in the definition of “metallised agglomerates” by deleting “or

iron ore concentrates”;



(f)



in the definition of “mineral lease” by inserting “and any

areas added to it pursuant to clause 20B” before the semi

colon;



(g)



in the definition of “secondary processing” by deleting

“concentration or other beneficiation of iron ore other than

by crushing or screening” and substituting “beneficiation of

iron ore”;



(h)



in the sentence beginning “marginal notes” by inserting “and

clause headings” after “marginal notes”; and



(i)



by inserting after that sentence the following new

paragraphs:

“Nothing in this Agreement shall be construed:



(2)



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(a)



to exempt the Company from compliance with any

requirement in connection with the protection of the

environment arising out of or incidental to its

activities under this Agreement that may be made by

or under the EP Act; or



(b)



to exempt the State or the Company from compliance

with or to require the State or the Company to do

anything contrary to any laws relating to native title or

any lawful obligation or requirement imposed on the

State or the Company as the case may be pursuant to

any laws relating to native title; or



(c)



to exempt the Company from compliance with the

provisions of the Aboriginal Heritage

Act 1972 (WA).”;



by inserting after subclause (4) of clause 5 the following new

subclauses:



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“(4a) A proposal may with the consent of the Minister (except in

relation to an Integration Agreement) and that of any parties

concerned (being in respect of an Integration Agreement the

Integration Proponent for that agreement) provide for the use

by the Company of any works installations or facilities

constructed or established under a Government agreement.

(4b) At the time when the Company submits the said proposals it

shall submit to the Minister details of any services (including

any elements of the project investigations, design and

management) and any works materials, plant, equipment and

supplies that it proposes to consider obtaining from or

having carried out or permitting to be obtained from or

carried out outside Australia together with its reasons

therefore and shall, if required by the Minister, consult with

the Minister with respect thereto.”;

(3)



in clause 5(5) by:

(a)



inserting “(or where required to be assessed under Part IV of

the EP Act within 2 months after the service on him of an

authority under section 45(7) of the EP Act)” after

“(2) months after receipt of the proposals”;



(b)



inserting “, subject to the EP Act,” after “State shall as

hereinafter permit”;



(c)



deleting the fourth sentence and substituting the following

new sentence:

“The provisions of paragraphs (a) (except

subparagraph (iv)), (b), (c) and the proviso to, and second

sentence of, paragraph(d) of subclause (7) shall apply

mutatis mutandis to such proposals provided that in his

notice to the Company of his decision in respect of the

proposals the Minister shall also be at liberty to specify in

such notice such alterations to the proposals as are fair and

reasonable having regard to the interests of the Company and

any other party nominated as aforesaid (including

participation in such development and use by another party

or other parties nominated by the Minister).”;



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(4)



by deleting the heading to subclause (8) of clause 5 and

renumbering that subclause as subclause (6a);



(5)



by deleting subclause (7) of clause 5 and substituting the following

new subclause:

“(7) (a) In respect of each proposal pursuant to subclause (3) of

this clause the Minister shall:

(i)



subject to the limitations set out below, refuse

to approve the proposal (whether it requests the

grant of new tenure or not) if the Minister is

satisfied on reasonable grounds that it is not in

the public interest for the proposal to be

approved; or



(ii)



approve of the proposal without qualification or

reservation; or



(iii)



defer consideration of or decision upon the

same until such time as the Company submits a

further proposal or proposals in respect of some

other of the matters mentioned in subclause (3)

not covered by the said proposal; or



(iv)



require as a condition precedent to the giving of

his approval to the said proposal that the

Company make such alteration thereto or

comply with such conditions in respect thereto

as he thinks reasonable, and in such a case the

Minister shall disclose his reasons for such

conditions,

PROVIDED ALWAYS that where

implementation of any proposals hereunder has

been approved pursuant to the EP Act subject

to conditions or procedures, any approval or

decision of the Minister under this clause shall

if the case so requires incorporate a requirement

that the Company make such alterations to the

proposals as may be necessary to make them

accord with those conditions or procedures.



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In considering whether to refuse to approve a proposal

the Minister is to assess whether or not the

implementation of the proposal by itself, or together

with any one or more of the other submitted proposals,

will:

(A) detrimentally affect economic and orderly

development in the said State, including

without limitation, infrastructure development

in the said State; or

(B) be contrary to or inconsistent with the planning

and development policies and objectives of the

State; or

(C) detrimentally affect the rights and interests of

third parties; or

(D) detrimentally affect access to and use by others

of the lands the subject of any grant or proposed

grant to the Company.

The right to refuse to approve a proposal conferred

by subparagraph (i) of paragraph (a) may only be

exercised in respect of a proposal where the Minister

is satisfied on reasonable grounds that a purpose of

the proposal is the integrated use of works

installations or facilities (as defined in subclause (7)

of clause 20C for the purpose of that clause) as

contemplated by clause 20C. It may not be so

exercised in respect of a proposal if pursuant to

clause 11B(5) the Minister, prior to the submission of

the proposal, advised the Company in writing that the

Minister has no public interest concerns (as defined

in that clause) with the single preferred development

(as referred to in clause 11B(5)(a)) the subject of the

submitted proposals and those proposals are

consistent (as to their substantive scope and content)

with the information provided to the Minister

pursuant to clause 11B(5) in respect of that single

preferred development.



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(b)



The Minister shall within 2 months after receipt of

proposals pursuant to subclause (3) give notice to the

Company of his decision in respect to the proposals,

PROVIDED THAT where a proposal is to be

assessed under Part IV of the EP Act the Minister

shall only give notice to the Company of his decision

in respect to the proposal within 2 months after

service on him of an authority under section 45(7) of

the EP Act.



(c)



If the decision of the Minister is as mentioned in

either of subparagraphs (i), (iii) or (iv) of

paragraph (a) the Minister shall afford the Company

full opportunity to consult with him and should it so

desire to submit new or revised proposals either

generally or in respect to some particular matter.



(d)



If the decision of the Minister is as mentioned in

either of subparagraphs (iii) or (iv) of paragraph (a)

and the Company considers that the decision is

unreasonable the Company within 2 months after

receipt of the notice mentioned in subclause (2) may

elect to refer to arbitration in the manner hereinafter

provided the question of the reasonableness of the

decision PROVIDED THAT any requirement of the

Minister pursuant to the proviso to paragraph (a) shall

not be referable to arbitration hereunder. A decision

of the Minister under subparagraph (i) of

paragraph (a) of this subclause shall not be referable

to arbitration under the Agreement.



(e)



An award made on an arbitration pursuant to this

subclause (7) shall (except as otherwise provided in

subclause (5)) have the force and effect as follows:

(i)



page 104



if by the award the dispute is decided against

the Company then unless the Company within

3 months after delivery of the award gives

notice to the Minister of its acceptance of the

award this Agreement shall on the expiration of

that period of 3 months cease and determine;

and

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(ii)



(6)



if by the award the dispute is decided in favour

of the Company then decision shall take effect

as a notice by the Minister that he is so satisfied

with and approves the mater or matters the

subject of the arbitration.”;



by inserting after subclause (13) of clause 5 the following new

subclauses:

“(14) The Company shall implement the approved proposals in

accordance with the terms thereof.

(15) Notwithstanding clause 46, the Minister may during the

implementation of approved proposals approve variations to

those proposals.”;



(7)



in clause 7(1)(b) by:

(a)



inserting “or cause to be granted” after “grant”;



(b)



inserting after the paragraph beginning “at peppercorn

rental” the following new paragraph:

“at commercial rentals, licence or easement fees as

applicable – leases, licences or easements within the port (as

defined in clause 1 or other port within which the Company

is permitted to construct works installations or facilities”



(8)



(c)



inserting “the Port Authorities Act 1999 (WA)” after “1926”;

and



(d)



inserting “installations or facilities” after “Company

reasonably requires for its works”;



by inserting after subclause (4) of clause 7 the following new

subclause;

“(4a)



(9)



The provisions of subclauses (1) and (2) of this clause shall

not operate so as to require the State to grant or vary, or

cause to be granted or varied, any lease licence or other

right or title until all processes necessary under any laws

relating to native title to enable that grant or variation to

proceed, have been completed.”;



in clause 11(1) by:



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(a)



in paragraph (a) inserting “(other than under clause 20E)”

after “activities beyond”; and



(b)



in the second sentence:

(i)



inserting “subclauses (3) to (6) hereof and of” after

“provisions”; and



(ii) inserting “11A”, before “19”;

(10)



page 106



by inserting after subclause (2) of clause 11 the following new

subclauses:

“(3)



A proposal may with the consent of the Minister (except in

relation to an Integration Agreement) and that of any

parties concerned (being in respect of an Integration

Agreement the Integration Proponent for that agreement)

provide for the use by the Company of any works

installations or facilities constructed or established under a

Government agreement.



(4)



Each of the proposals pursuant to subclause (1) may with

the approval of the Minister, or shall, if so required by the

Minister, be submitted separately and in any order as to any

matter or matters in respect of which such proposals are

required to be submitted.



(5)



At the time when the Company submits the said proposals

it shall submit to the Minister details of any services

(including any elements of the project investigations,

design and management) and any works materials, plant,

equipment and supplies that it proposes to consider

obtaining from or having carried out or permitting to be

obtained from or carried out outside Australia together with

its reasons therefor and shall, if required by the Minister,

consult with the Minister with respect thereto.



(6)



The Company may withdraw its proposals pursuant to

subclause (1) at any time before approval thereof, or where

any decision in respect thereof is referred to arbitration as

referred to in clause 11A, within 3 months after the award

by notice to the Minister that it shall not be proceeding with

the same.”;



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(11)



by inserting after clause 11 the following new subclauses:

“Consideration of Company’s proposals under clause 11

11A. (1)



In respect of each proposal pursuant to

subclause (1) of clause 11 the Minister shall:

(a)



subject to the limitations set out below,

refuse to approve the proposal (whether it

requests the grant of new tenure or not) if the

Minister is satisfied on reasonable grounds

that it is not in the public interest for the

proposal to be approved; or



(b)



approve of the proposal without

qualification or reservation; or



(c)



defer consideration of or decision upon the

same until such time as the Company

submits a further proposal or proposals in

respect of some other of the matters

mentioned in clause 11(1) not covered by

the said proposal; or



(d)



require as a condition precedent to the giving

of his approval to the said proposal that the

Company make such alteration thereto or

comply with such conditions in respect

thereto as he thinks reasonable, and in such a

case the Minister shall disclose his reasons

for such conditions,



PROVIDED ALWAYS that where implementation

of any proposals hereunder has been approved

pursuant to the EP Act subject to conditions or

procedures, any approval or decision of the Minister

under this clause shall if the case so requires

incorporate a requirement that the Company make

such alterations to the proposals as may be necessary

to make them accord with those conditions or

procedures.

In considering whether to refuse to approve a

proposal the Minister is to assess whether or not the

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implementation of the proposal by itself, or together

with any one or more of the other submitted

proposals, will:

(i)



detrimentally affect economic and orderly

development in the said State, including

without limitation, infrastructure development

in the said State; or



(ii)



be contrary to or inconsistent with the

planning and development policies and

objectives of the State; or



(iii)



detrimentally affect the rights and interests of

third parties; or



(iv)



detrimentally affect access to and use by

others of the lands the subject of any grant or

proposed grant to the Company.



The right to refuse to approve a proposal conferred

by paragraph (a) may only be exercised in respect of

a proposal where the Minister is satisfied on

reasonable grounds that a purpose of the proposal is

the integrated use of works installations or facilities

(as defined in subclause (7) of clause 20C for the

purpose of that clause) as contemplated by

clause 20C. It may not be so exercised in respect of a

proposal if pursuant to clause 11B(5) the Minister,

prior to the submission of the proposal, advised the

Company in writing that the Minister has no public

interest concerns (as defined in that clause) with the

single preferred development (as referred to in

clause 11B(5)(a)) the subject of the submitted

proposals and those proposals are consistent (as to

their substantive scope and content) with the

information provided to the Minister pursuant to

clause 11B(5) in respect of that single preferred

development.

(2)



page 108



The Minister shall within 2 months after receipt of

proposals pursuant to clause 11(1) give notice to the

Company of his decision in respect to the proposals,

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PROVIDED THAT where a proposal is to be

assessed under Part IV of the EP Act the Minister

shall only give notice to the Company of his decision

in respect to the proposal within 2 months after

service on him of an authority under section 45(7) of

the EP Act.

(3)



If the decision of the Minister is as mentioned in

either of paragraphs (a), (c) or (d) of subclause (1) the

Minister shall afford the Company full opportunity to

consult with him and should it so desire to submit

new or revised proposals either generally or in

respect to some particular matter.



(4)



If the decision of the Minister is as mentioned in

either of paragraphs (c) or (d) of subclause (1) and

the Company considers that the decision is

unreasonable the Company within 2 months after

receipt of the notice mentioned in subclause (2) may

elect to refer to arbitration in the manner hereinafter

provided the question of the reasonableness of the

decision PROVIDED THAT any requirement of the

Minister pursuant to the proviso to subclause (1) shall

not be referable to arbitration hereunder. A decision

of the Minister under paragraph (a) of subclause (1)

shall not be referable to arbitration under this

Agreement.



(5)



If by the award made on the arbitration pursuant to

subclause (4) the dispute is decided in favour of the

Company the decision shall take effect as a notice by

the Minister that he is so satisfied with and approves

the matter or matters the subject of the arbitration.



(6)



The Company shall implement the approved

proposals in accordance with the terms thereof.



(7)



Notwithstanding clause 46, the Minister may during

the implementation of approved proposals approve

variations to those proposals.



Notification of possible proposals



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11B.(1)



page 110



If the Company, upon completion of a pre-feasibility

study in respect of any matter that would require the

submission and approval of proposals pursuant to this

Agreement (being proposals which will have as their

purpose, or one of their purposes, the integrated use of

works installations or facilities as contemplated by

clause 20C) for the matter to be undertaken, intends to

further consider the matter with a view to possibly

submitting such proposals it shall promptly notify the

Minister in writing giving reasonable particulars of

the relevant matter.



(2)



Within one (1) month after receiving the notification

the Minister may, if the Minister so wishes, inform

the Company of the Minister’s views of the matter at

that stage.



(3)



If the Company is informed of the Minister’s views,

it shall take them into account in deciding whether or

not to proceed with its consideration of the matter

and the submission of proposals.



(4)



Neither the Minister’s response nor the Minister

choosing not to respond shall in any way limit,

prejudice or otherwise affect the exercise by the

Minister of the Minister’s powers, or the performance

of the Minister’s obligations, under this Agreement or

otherwise under the laws from time to time of the

said State.



(4)



(a)



This subclause applies where the Company has

settled upon a single preferred development a

purpose of which is the integrated use of works

installations or facilities (as defined in

subclause (7) of clause 20C for the purpose of

that clause) as contemplated by clause 20C.



(b)



For the purpose of this subclause “public

interest concerns” means any concern that

implementation of the single preferred

development or any part of it will:



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(i)



detrimentally affect economic and

orderly development in the said State,

including without limitation,

infrastructure development in the said

State; or



(ii)



be contrary to or inconsistent with the

planning and development policies and

objectives of the State; or



(iii)



detrimentally affect the rights and

interests of third parties; or



(iv)



detrimentally affect access to and use by

others of lands the subject of any grant

or proposed grant to the Company.



(c)



At any time prior to submission of proposals

the Company may give to the Minister notice of

its single preferred development and request the

Minister to confirm that the Minister has no

public interest concerns with that single

preferred development.



(d)



The Company shall furnish to the Minister with

its notice reasonable particulars of the single

preferred development including, without

limitation:

(i)



as to the matters that would be required

to be addressed in submitted proposals;

and



(ii)



its progress in undertaking any

feasibility or other studies or matters to

be completed before submission of

proposals; and



(iii)



its timetable for obtaining required

statutory and other approvals in relation

to the submission and approval of

proposals; and



(iv)



its tenure requirements.



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(e)



If so required by the Minister, the Company

will provide to the Minister such further

information regarding the single preferred

development as the Minister may require from

time to time for the purpose of considering the

Company’s request and also consult with the

Minister or representatives or officers of the

State in regard to the single preferred

development.



(f)



Within 2 months after receiving the notice (or if

the Minister requests further information,

within 2 months after the provision of that

information) the Minister must advise the

Company:



(g)



(i)



that the Minister has no public interest

concerns with the single preferred

development; or



(ii)



that he is not then in a position to advise

that he has no public interest concerns

with the single preferred development

and the Minister’s reasons in that

regard.



If the Minister gives the advice mentioned in

paragraph (f)(ii) the Company may, should it so

desire, give a further request to the Minister in

respect of a revised or alternate single preferred

development and the provisions of this

subclause shall apply mutatis mutandis

thereto.”;



(12) in clause 12(1) by deleting paragraph (d) and substituting the

following new paragraphs:

“(d) ship, or procure the shipment of, all iron ore mined from the

mineral lease, and sold:

(i)



page 112



from the Company’s wharf; or



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(ii)



from any other wharf in a loading port which wharf

has been constructed under an Integration Agreement;

or



(iii)



with the Minister’s approval given before submission

of proposals in that regard, from any other wharf in a

loading port which wharf has been constructed under

another Government agreement (excluding the

Integration Agreements),



and use its best endeavours to obtain therefor the best price

possible having regard to market conditions from time to

time prevailing PROVIDED THAT:



As at 06 Dec 2013



(A)



this paragraph shall not apply to iron ore used for the

production of iron ore concentrates or in a plant for

the production of metallised agglomerates or steel in

any part of the said State lying north of the

twenty sixth parallel of latitude; and



(B)



iron ore from the mineral lease may be sold by the

Company prior to or at the time of the shipment under

this Agreement at a price equal to the production costs

in respect of that iron ore up to the point of sale, if:

(i)



the Minister is notified before the time of

shipment that the sale is to be made at cost,

providing details of the proposed sale; and



(ii)



the Minister is notified of the proposed

arm’s length purchaser in the relevant

international seaborne iron ore market of the

iron ore the subject of the proposed sale at

cost; and



(iii)



there is included in the return lodged

pursuant to clause 12(1)(i) particulars of the

transaction in which the ore sold at cost was

subsequently purchased in the relevant

international seaborne iron ore market by an

arm’s length purchaser specifying the

purchaser, the seller, the price and the date



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when the sale was agreed between the arm’s

length purchaser and the seller; and

(iv)



the arm’s length purchaser referred to

in (iii) above is not then a designated

purchaser as referred to in subclause (1)(da);



Designated purchaser

(da) if required by notice in writing from the Minister, provide

the Minister within 30 days after receiving the notice with

evidence that the transaction as included in the return

pursuant to paragraph (B)(iii) of subclause (1)(d) was a sale

in the relevant international seaborne iron ore market to an

independent participant in that market. If no evidence is

provided or the Minister is not so satisfied on the evidence

provided or other information obtained, the Minister may by

notice to the Company designate the purchaser to be a

designated purchaser and that designation will remain in

force unless and until lifted by further notice from the

Minister to the Company. For the avoidance of doubt, the

parties acknowledge that marketing entities forming part of

the corporate group including the Company (or part of the

parallel corporate group if the Company is part of a duallisted corporate structure) are not independent participants

for the purposes of this subclause;”;

(13) in paragraph (h) of clause 12(1) by deleting all the words after

“(solely for testing purposes)” and substituting the following:

“(i)



on lump ore and on fine ore not sold or shipped separately

as such at the rate of 7.5% of the f.o.b. value;



(ii)



on fine ore sold or shipped separately as such at the rate

of 5.625% of the f.o.b. value;



(iii)



on beneficiated ore at the rate of 5% of the f.o.b. value; and



(iv)



and on all other iron ore at the rate of 7.5% of the f.o.b.

value.



Where beneficiated ore is produced from an admixture of iron ore

from the mineral lease and other iron ore a portion (and a portion

only) of beneficiated ore so produced being equal to the proportion

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that the amount of iron in the iron ore from the mineral lease used

in the production of beneficiated ore bears to the total amount of

iron in the iron ore so used shall be deemed to be produced from

iron ore from the mineral lease.

Where for the purpose of determining f.o.b. value it is necessary to

convert an amount or price to Australian currency, the conversion

is to be calculated using a rate (excluding forward hedge or similar

contract rates) that has been approved by the Minister at the

request of the Company and in the absence of such request as

determined by the Minister to be a reasonable rate for the purpose.

The provisions of regulation 85AA (Effect of GST etc on

royalties) of the Mining Regulations 1981 (WA) shall apply

mutatis mutandis to the calculation of royalties under this clause.”;

(14) in clause 12(1)(i) by:

(a)



inserting “and also showing such other information in

relation to the abovementioned iron ore as the Minister may

from time to time reasonably require in regard to, and to

assist in verifying, the calculation of royalties in accordance

with paragraph (h),” after “due date of the return”; and



(b)



deleting all the words after “calculated on the basis of” and

substituting a colon followed by:

“(i)



in the case of iron ore initially sold at cost pursuant to

paragraph (B) of the proviso to subclause (1)(d), at

the price notified pursuant to paragraph (B)(iii) of

that proviso;



(ii)



in any other case, invoices or provisional invoices (as

the case may be) rendered by the Company to the

purchaser (which invoices the Company shall render

without delay simultaneously furnishing copies

thereof to the Minister) of such iron ore or on the

basis of estimates as agreed or determined,



and shall from time to time in the next following appropriate

return and payment make (by the return and by cash) all such

necessary adjustments (and give to the Minister full details

thereof) when the f.o.b. value shall have been finally

calculated, agreed or determined;”;

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(15) by deleting paragraph (l) of clause 12(1) and substituting the

following new paragraph:

“(l) permit the Minister or his nominee to inspect at all

reasonable times the books, records, accounts, documents

(including contracts), data, and information of the Company

stored by any means relating to any shipment or sale of iron

ore the subject of royalty hereunder and to take copies or

extracts (in whatever form) therefrom and for the purpose of

determining the f.o.b. value in respect of any shipment sale

transfer or other disposal or use or production of iron ore the

subject of royalty hereunder the Company will take

reasonable steps (i) to provide the Minister with current

prices for iron ore and other details and information that may

be required by the Minister for the purpose of agreeing or

determining the f.o.b. value and (ii) to satisfy the State either

by certificate of a competent independent party acceptable to

the State or otherwise to the Minister’s reasonable

satisfaction as to all relevant weights and analyses and will

give due regard to any objection or representation made by

the Minister or the Minister’s nominee as to any particular

weight or assay of iron ore which may affect the amount of

royalty payable hereunder;”;

(16) by in clause 12(1) deleting the full stop at the end of paragraph (o),

substituting a semi colon and inserting the following new

paragraph:

“Production of books etc in Perth

(p)



(17)



shall cause to be produced in Perth in the said State all

books, records, accounts, documents (including contracts),

data and information of the kind referred to in paragraph (l)

to enable the exercise of rights by the Minister or the

Minister’s nominee under paragraph (l), regardless of the

location in which or by whom those books, records,

accounts, documents (including contracts), data and

information are stored from time to time.”;



by inserting after clause 20 the following new clauses:

“Blending of iron ore



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20A.



(1)



(2)



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The Company may blend iron ore mined from the

mineral lease with any:

(a)



iron ore mined from a mining tenement or

other mining title granted under, or pursuant

to, an Integration Agreement; or



(b)



iron ore mined from a Mining Act 1978

mining lease located in, or proximate to, the

Pilbara region of the said State which is held

by a Related Entity alone or with a third

party or parties (excluding any mining lease

granted pursuant to, or held under, a

Government agreement); or



(c)



with the prior approval of the Minister, iron

ore mined in, or proximate to, the Pilbara

region of the said State under a Government

agreement (excluding an Integration

Agreement); or



(d)



with the prior approval of the Minister, iron

ore mined by a third party from a Mining

Act 1978 mining lease located in, or

proximate to, the Pilbara region of the said

State (excluding under a Government

agreement) which has been purchased by an

Integration Proponent from the third party.



The authority given under subclause (1) is subject

to the Minister being reasonably satisfied that there

are in place adequate systems and controls for the

correct apportionment of the quantities of iron ore

being blended as between each of the sources

referred to in subclause (1), which systems and

controls monitor production, processing,

transportation, stockpiling and shipping of all such

iron ore. If at any time the Minister ceases to be so

satisfied he may, after consulting the Company and

provided the Company has not within

three (3) months after the commencement of such

consultation addressed the matters of concern to the



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Minister to his satisfaction, by notice in writing to

the Company suspend the above authority in respect

of the relevant blending arrangements until he is

again satisfied in terms of this subclause (2).

(3)



If any blending of iron ore occurs as contemplated

by this clause, then for the purposes of

paragraphs (h) and (i) of clause 12(1), a portion of

the iron ore so blended being equal to the

proportion that the amount of iron ore from the

mineral lease used in the admixture of iron ore

bears to the total amount of iron ore so blended,

shall be deemed to be produced from the mineral

lease.



Additional areas

20B. (1)



page 118



Notwithstanding the provisions of the Mining Act

or the Mining Act 1978 the Company may from

time to time during the currency of this Agreement

apply to the Minister for areas held by the Company

or an associated company under a mining tenement

granted under the Mining Act 1978 to be included in

the mineral lease but so that the total area of the

mineral lease, any land that may be included in the

mineral lease pursuant to this Agreement and of any

other mineral lease or mining lease granted under or

pursuant to this Agreement (as aggregated) shall not

at any time exceed 777 square kilometres. The

Minister shall confer with the Minister for Mines in

regard to any such application and if they approve

the application the Minister for Mines shall upon

the surrender of the relevant mining tenement

include the area the subject thereof in the mineral

lease by endorsement subject to such of the

conditions of the surrendered mining tenement as

the Minister for Mines determines but otherwise

subject to the same terms covenants and conditions

as apply to the mineral lease (with such

apportionment of rents as is necessary) and

notwithstanding that the survey of such additional

land has not been completed but subject to

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correction to accord with the survey when

completed at the Company’s expense.

(2)



The Minister may approve, upon application by the

Company from time to time, for the total area

referred to in subclause (1) to be increased up to a

limit not exceeding 1,000 square kilometres.



(3)



The Company shall not mine or carry out other

activities (other than exploration, bulk sampling and

testing) on any area or areas added to the mineral

lease pursuant to subclause (1) of this clause unless

and until proposals with respect thereto are

approved or determined pursuant to the subsequent

provisions of this clause.



(4)



If the Company desires to commence mining of iron

ore or to carry out any other activities (other than as

aforesaid) on the said areas it shall give notice of

such desire to the Minister and shall within

2 months of the date of such notice (or thereafter

within such extended time as the Minister may

allow as hereinafter provided) and subject to the

provisions of this Agreement submit to the Minister

to the fullest extent reasonably practicable its

detailed proposals (which proposals shall include

plans where practicable and specifications where

reasonably required by the Minister) with respect to

such mining or other activities as additional

proposals pursuant to clause 11.



Integrated use of works, installations or facilities under the

Integration Agreements

20C. (1)



Subject to subclauses (2) to (7) of this clause and to

the other provisions of this Agreement, the

Company may during the continuance of this

Agreement:

(a)



use any existing or new works installations

or facilities constructed or held:

(i)



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under this Agreement; or



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(ii)



under any other Integration

Agreement which are made available

for such use and during the

continuance of such Integration

Agreement; or



(iii)



with the approval of the Minister,

under a Government agreement

(excluding an Integration Agreement)

which are made available for such

use and during the continuance of

that agreement,



(wholly or in part) in the activities of the Company

carried on by it pursuant to this Agreement

including, without limitation, as part of those

activities, transporting by railway and shipping

from a loading port and undertaking any ancillary

and incidental activities in doing so (including,

without limitation, blending permitted by

clause 20A) of:



page 120



(A)



iron ore mined from a Mining

Act 1978 mining lease located in, or

proximate to, the Pilbara region of

the said State which is held by a

Related Entity alone or with a third

party or parties (excluding any

mining lease granted pursuant to, or

held under, a Government

agreement);



(B)



with the prior approval of the

Minister, iron ore mined in, or

proximate to, the Pilbara region of

the said State under a Government

agreement (excluding an Integration

Agreement);



(C)



with the prior approval of the

Minister, iron ore mined by a third

party from a Mining Act 1978 mining



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lease located in, or proximate to, the

Pilbara region of the said State

(excluding under a Government

agreement) which has been

purchased by the Company from the

third party;

(D)

(b)



As at 06 Dec 2013



iron ore mined under an Integration

Agreement;



make any existing or new works installations

or facilities constructed or held under this

Agreement available for use (wholly or

partly) by another Integration Proponent

during the continuance of its Integration

Agreement in the activities of that

Integration Proponent carried on by it

pursuant to its Integration Agreement

including, without limitation, as part of those

activities, transporting by railway and

shipping from a loading port and

undertaking any ancillary and incidental

activities in doing so (including, without

limitation, blending permitted by that

Integration Agreement) of:

(i)



iron ore mined from a Mining

Act 1978 mining lease located in, or

proximate to, the Pilbara region of the

said State which is held by a Related

Entity alone or with a third party or

parties (excluding any mining lease

granted pursuant to, or held under, a

Government agreement);



(ii)



with the prior approval of the Minister

(as defined in that Integration

Agreement), iron ore mined in, or

proximate to, the Pilbara region of the

said State under a Government

agreement (excluding an Integration

Agreement);



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(iii) with the prior approval of the Minister

(as defined in that Integration

Agreement), iron ore mined by a third

party from a Mining Act 1978 mining

lease located in, or proximate to, the

Pilbara region of the said State

(excluding under a Government

agreement) which has been purchased

by that Integration Proponent from the

third party;

(iv) iron ore mined under an Integration

Agreement;

(c)



(d)



page 122



make any existing or new works installations

or facilities constructed or held under this

Agreement available for use (wholly or

partly) in connection with operations under:

(i)



a Mining Act 1978 mining lease

located in, or proximate to, the Pilbara

region of the said State, for iron ore,

which is held by a Related Entity alone

or with a third party or parties

(excluding any mining lease granted

pursuant to, or held under a

Government agreement); or



(ii)



with the approval of the Minister, a

Government agreement (other than an

Integration Agreement) for the mining

of iron ore in, or proximate to, the

Pilbara region of the said State;



subject to subclause (2), under this

Agreement and for the purpose of any use

or making available for use referred to in

paragraph (a), (b) or (c) connect any existing

or new works installations or facilities

constructed or held under this Agreement to

any existing or new works installations or



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facilities constructed or held under another

Integration Agreement;



(2)



As at 06 Dec 2013



(e)



subject to subclause (2), under this

Agreement and for the purpose of any use or

making available for use referred to in

paragraph (a), (b) or (c) or making of any

connection referred to in paragraph (d)

construct new works installations or

facilities and expand modify or otherwise

vary any existing and new works

installations or facilities constructed or held

under this Agreement;



(f)



allow a railway or rail spur line (not being a

railway or rail spur line constructed or held

under an Integration Agreement) to be

connected to a railway or rail spur line or

other works installations or facilities

constructed or held under this Agreement for

the delivery of iron ore to an Integration

Proponent for transport by railway and

shipping from a loading port (together with

any ancillary and incidental activities in

doing so) as part of its activities under its

Integration Agreement; and



(g)



allow an electricity transmission line (not

being an electricity transmission line

constructed or held under an Integration

Agreement) to be connected to an electricity

transmission line constructed or held under

this Agreement for the supply of electricity

permitted to be made under an Integration

Agreement.



(a)



A connection referred to in clause (1)(d) or

construction, expansion, modification or

other variation referred to in subclause (1)(e)

by the Company shall, to the extent not

already authorised under this Agreement as

at the variation date, be regarded as a

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significant modification expansion or other

variation of the Company’s activities carried

on by it pursuant to this Agreement and may

only be made in accordance with proposals

submitted and approved or determined under

this Agreement in accordance with

clauses 11 and 11A or clause 20E as the case

may require and otherwise in compliance

with the provisions of this Agreement and

the laws from time to time of the said State.

For the avoidance of doubt, the parties

acknowledge that any use or making

available for use contemplated by

subclause (1)(a), (1)(b) or (1)(c) shall not

otherwise than as required by this

paragraph (a) require the submission and

approval of further proposals under this

Agreement.

(b)



page 124



The Company shall not be entitled to:

(i)



submit proposals to develop a port or

harbour otherwise than as permitted

by clause 5 or to establish harbour or

port works installations or facilities,

or to expand modify or otherwise

vary harbour or works installations or

facilities other than within the

boundaries of the port (as defined

by clause 1) or as permitted by

clause 5; or



(ii)



generate and supply power, take and

supply water or dispose of water

otherwise than in accordance with the

other clauses of this Agreement and

subject to any restrictions contained

in those clauses; or



(iii)



without limiting subparagraphs (i)

and (ii) submit proposals to construct

or establish works installations or



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facilities of a type, or to make

expansions, modifications or other

variations of works installations or

facilities of a type, which in the

Minister’s reasonable opinion this

Agreement, immediately before the

variation date, did not permit or

contemplate the Company

constructing, establishing or making

as the case may be otherwise than for

integration use as contemplated by

subclauses (1)(a), (1)(b) or (1)(c) or

as permitted by clause 20E; or



As at 06 Dec 2013



(iv)



submit proposals to make a

connection as referred to in

subclause (1)(d) or a construction,

expansion, modification or other

variation as referred to in

subclause (1)(e) otherwise than on

tenure granted under or pursuant to

this Agreement from time to time or

held pursuant to this Agreement from

time to time; or



(v)



submit proposals to make a

connection referred to in

subclause (1)(d) or a construction,

expansion, modification or other

variation as referred to in

subclause (1)(e) for the purpose of

use as contemplated by

subclause (1)(c)(i), if in the

reasonable opinion of the Minister

the activity which is the subject of

the proposals would give to the

holder or holders of the relevant

Mining Act 1978 mining lease the

benefit of rights or powers granted to

the Company under this Agreement,

over and above the right of access to



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and use of the relevant works,

installations or facilities; or



(c)



(3)



page 126



(vi)



submit proposals to make a

connection as referred to in

subclause (1)(d) or a construction,

expansion, modification or other

variation as referred to in

subclause (1)(e) for the purpose of

use as contemplated by

subclause (1)(c) and involving the

grant of tenure without the prior

approval of the Minister; or



(vii)



submit proposals to assign, sublet,

transfer or dispose of any works

installations or facilities constructed

or held under this Agreement or any

leases, licences, easements or other

titles under or pursuant to this

Agreement for any purpose referred

to in this clause.



Notwithstanding the provisions of

clauses 11A and 20E, the Minister may defer

consideration of, or a decision upon, a

proposal submitted by the Company for a

connection as referred to in subclause (1)(d)

or a construction, expansion, modification or

other variation as referred to in

subclause (1)(e), for the purpose of use or

making available for use as referred to in

subclauses (1)(a) or (1)(b), until relevant

corresponding proposals under the relevant

Integration Agreement have been submitted

and those proposals can be approved under

that Integration Agreement concurrently

with the Minister’s approval under this

Agreement of the Company’s proposal.



Any use or making available for use as referred to

in subclause (1), or submission of proposals as

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referred to in subclause (2), in respect of a Related

Entity shall be subject to the Company first

confirming with the Minister that the Minister is

satisfied that the relevant company is a Related

Entity.

(4)



The Company shall give the Minister prior written

notice of any significant change (other than a

temporary one for maintenance or to respond to an

emergency) proposed in its use, or in it making

available for use, works, installations or facilities as

referred to in this clause:

(a)



from that authorised under this Agreement

immediately before the variation date; and



(b)



subsequently from that previously notified to

the Minister under this subclause,



as soon as practicable before such change occurs.

The Company shall also keep the Minister fully

informed with respect to any proposed connection

as referred to in subclause (1)(f) or (1)(g) or request

of the Company for such connection to be allowed.

(5)



Nothing in this Agreement shall be construed to:

(a)



exempt another Integration Proponent from

complying with, or the application of, the

provisions of its Integration Agreement; or



(b)



restrict the Company’s rights under

clause 43.



For the avoidance of doubt the approval of

proposals under this Agreement shall not be

construed as authorising another Integration

Proponent to undertake any activities under this

Agreement or under another Integration Agreement.

(6)



As at 06 Dec 2013



Nothing in this clause shall be construed to exempt

the Company from complying with, or the

application of, the other provisions of this

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Agreement including, without limitation, clause 43

and of relevant laws from time to time of the said

State.

(7)



page 128



For the purpose of this clause “works installations

or facilities” means any:

(a)



harbour or port works installations or

facilities including, without limitation,

stockpiles, reclaimers, conveyors and

wharves;



(b)



railway or rail spur lines;



(c)



track structures and systems associated with

the operation and maintenance of a railway

including, without limitation, sidings, train

control and signalling systems, maintenance

workshops and terminal yards;



(d)



train loading and unloading works

installations or facilities;



(e)



conveyors;



(f)



private roads;



(g)



mine aerodrome and associated aerodrome

works installations and facilities;



(h)



iron ore mining, crushing, screening,

beneficiation or other processing works

installations or facilities;



(i)



mine administration buildings including,

without limitation, offices, workshops and

medical facilities;



(j)



borrow pits;



(k)



accommodation and ancillary facilities

including, without limitation, construction

camps and in townsites constructed pursuant

to and held under any Integration

Agreement;

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(l)



water, sewerage, electricity, gas and

telecommunications works installations and

facilities including, without limitation,

pipelines, transmission lines and cables; and



(m)



any other works installations or facilities

approved of by the Minister for the purpose

of this clause.



Transfer of rights to shared works installations or facilities

20D. (1)



For the purposes of this clause “Relevant

Infrastructure” means any works installations or

facilities (as defined in clause 20C(7)):

(a)



constructed or held under another Integration

Agreement;



(b)



which the Company is using in its activities

pursuant to this Agreement;



(c)



which the Minister is satisfied (after

consulting with the Company and the

Integration Proponent for that other

Integration Agreement):



(d)



As at 06 Dec 2013



(i)



are no longer required by that other

Integration Proponent to carry on its

activities pursuant to its

Integration Agreement because of the

cessation of the Integration

Proponent’s mining operations in

respect of which such Relevant

Infrastructure was constructed or held

or because of any other reason

acceptable to the Minister; and



(ii)



are required by the Company to

continue to carry on its activities

pursuant to this Agreement; and



in respect of which that other Integration

Proponent has notified the Minister it



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consents to the Company submitting

proposals as referred to in subclause (2).

(2)



The Company may as an additional proposal

pursuant to clause 11 propose:

(a)



that it be granted a lease licence or other title

over the Relevant Infrastructure pursuant to

this Agreement subject to and conditional

upon the other Integration Proponent

surrendering wholly or in part (and upon

such terms as the Minister considers

reasonable including any variation of terms

to address environmental issues) its lease

licence or other title over the Relevant

Infrastructure; or



(b)



that the other Integration Proponent’s lease

licence or other title (not being a mineral

lease, mining lease or other right to mine

title granted under a Government agreement,

the Mining Act 1904 or the Mining Act 1978)

to the Relevant Infrastructure be transferred

to this Agreement (to be held by the

Company pursuant to this Agreement) with

such surrender of land from it and variations

of its terms as the Minister considers

reasonable for that title to be held under this

Agreement including, without limitation, to

address environmental issues and

outstanding obligations of that other

Integration Proponent under its Integration

Agreement in respect of that Relevant

Infrastructure.



The provisions of clause 11A shall mutatis

mutandis apply to any such additional proposal. In

addition the Company acknowledges that the

Minister may require variations of the other

Integration Agreement and/or proposals under it or

of this Agreement in order to give effect to the

matters contemplated by this clause.

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Iron Ore (Mount Bruce) Agreement Act 1972

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(3)



This clause shall cease to apply in the event the

State gives any notice of default to the Company

pursuant to clause 21 and while such notice remains

unsatisfied.



Miscellaneous Licences for Railways

20E.



(1)



In this clause subject to the context:

“Additional Infrastructure” means:

(a)



Train Loading Infrastructure;



(b)



Train Unloading Infrastructure;



(c)



a conveyor, train unloading and other

infrastructure necessary for the transport of

iron ore, freight goods or other products from

the Railway (directly or indirectly) to port

facilities within a loading port,



in each case located outside a Port;

“LAA” means the Land Administration

Act 1997 (WA);

“Lateral Access Roads” has the meaning given in

subclause (3)(a)(iv));

“Lateral Access Road Licence” means a

miscellaneous licence granted pursuant to

subclause (6)(a)(ii) or subclause (6)(b) as the case

may be and according to the requirements of the

context describes the area of land from time to time

the subject of that licence;

“Port” means any port the subject of the Port

Authorities Act 1999 (WA) or the Shipping and

Pilotage Act 1967 (WA);

“Private Roads” means Lateral Access Roads and

the Company’s access roads within a Railway

Corridor;



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“Rail Safety Act” means the Rail Safety

Act 1998 (WA);

“Railway” means a standard gauge heavy haul

railway or railway spur line, located or to be located

as the case may be in, or proximate to, the Pilbara

region of the said State (but outside the boundaries

of a Port) for the transport of iron ore, freight goods

and other products together with all railway track,

associated track structures including sidings,

turning loops, over or under track structures,

supports (including supports for equipment or items

associated with the use of a railway) tunnels,

bridges, train control systems, signalling systems,

switch and other gear, communication systems,

electric traction infrastructure, buildings (excluding

office buildings, housing and freight centres),

workshops and associated plant, machinery and

equipment and including rolling stock maintenance

facilities, terminal yards, depots, culverts and weigh

bridges which railway is or is to be (as the case may

be) the subject of approved proposals under

subclause (4) and includes any expansion or

extension thereof outside a Port which is the subject

of additional proposals approved in accordance with

subclause (5);

“Railway Corridor” means, prior to the grant of a

Special Railway Licence, the land for the route of

the Railway the subject of that licence, access roads

(other than Lateral Access Roads), areas from

which stone, sand, clay and gravel may be taken,

temporary accommodation facilities for the railway

workforce, water bores and Additional

Infrastructure (if any) which is the subject of a

subsisting agreement pursuant to subclause (3)(a)

and after the grant of the Special Railway Licence

the land from time to time the subject of that

Special Railway Licence;

“Railway Operation” means the construction and

operation under this Agreement of the relevant

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Railway and associated access roads and Additional

Infrastructure (if any) within the relevant Railway

Corridor and of the associated Lateral Access

Roads, in accordance with approved proposals;

“Railway spur line” means a standard gauge heavy

haul railway spur line located or to be located in, or

proximate to, the Pilbara region of the said State

(but outside a Port) connecting to a Railway for the

transport of iron ore, freight goods and other

products upon the Railway to (directly or indirectly)

a loading port;

“Railway Operation Date” means the date of the

first carriage of iron ore, freight goods or other

products over the relevant Railway (other than for

construction or commissioning purposes);

“Railway spur line Operation Date” means the date

of the first carriage of iron ore, freight goods or

other products over the relevant Railway spur line

(other than for construction or commissioning

purposes);

“Special Railway Licence” means the relevant

miscellaneous licence for railway and, if applicable,

other purposes, granted to the Company pursuant to

subclause (6)(a)(i) as varied in accordance with

subclause (6)(h) or subclause (6)(i) and according to

the requirements of the context describes the area of

land from time to time the subject of that licence;

“Train Loading Infrastructure” means conveyors,

stockpile areas, blending and screening facilities,

stackers, re-claimers and other infrastructure

reasonably required for the loading of iron ore,

freight goods or other products onto the relevant

Railway for transport (directly or indirectly) to a

loading port; and

“Train Unloading Infrastructure” means train

unloading infrastructure reasonably required for the

unloading of iron ore from the Railway to be

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processed, or blended with other iron ore, at

processing or blending facilities in the vicinity of

that train unloading infrastructure and with the

resulting iron ore products then loaded on to the

Railway for transport (directly or indirectly) to a

loading port.

Company to obtain prior Ministerial in-principle approval

(2)



(a)



If the Company wishes, from time to time

during the continuance of this Agreement, to

proceed under this clause with a plan to

develop a Railway it shall give notice thereof

to the Minister and furnish to the Minister

with that notice an outline of its plan.



(b)



The Minister shall within one month of a

notice under paragraph (a) advise the

Company whether or not he approves inprinciple the proposed plan. The Minister

shall afford the Company full opportunity to

consult with him in respect of any decision of

the Minister under this paragraph.



(c)



The Minister’s in-principle approval in

respect of a proposed plan shall lapse if the

Company has not submitted detailed

proposals to the Minister in respect of that

plan in accordance with this clause within

18 months of the Minister’s in-principle

approval.



Railway Corridor

(3)



page 134



(a)



If the Minister gives in-principle approval to a

plan of the Company to develop a Railway it

shall consult with the Minister to seek the

agreement of the Minister as to:

(i)



where the Railway will begin and end;

and



(ii)



a route for the Railway, access roads

to be within the Railway Corridor and



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the land required for that route as well

as Additional Infrastructure (if any)

including, without limitation, areas

from which stone, sand, clay and

gravel may be taken, temporary

accommodation facilities for the

railway workforce and water bores;

and

(iii)



in respect of Additional Infrastructure

(if any) the nature and capacity of such

Additional Infrastructure; and



(iv)



the routes of, and the land required for,

roads outside the Railway Corridor

(and also outside a Port) for access to

it to construct the Railway (such roads

as agreed being “Lateral Access

Roads”).



In seeking such agreement, regard shall be

had to achieving a balance between

engineering matters including costs, the

nature and use of any lands concerned and

interests therein and the costs of acquiring the

land (all of which shall be borne by the

Company). The parties acknowledge the

intention is for the Company to construct the

Railway, the access roads for the construction

and maintenance of the Railway which are to

be within the Railway Corridor and the

relevant Additional Infrastructure (if any)

along the centreline of the Railway Corridor

subject to changes in that alignment to the

extent necessary to avoid heritage,

environmental or poor ground conditions that

are not identified during preliminary

investigation work, and recognise the width of

the Railway Corridor may need to vary along

its route to accommodate Additional

Infrastructure (if any), access roads, areas

from which stone, sand, clay and gravel may

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be taken, temporary accommodation facilities

for the railway workforce and water bores.

The provisions of clause 53 shall not apply to

this subclause.



page 136



(b)



If the date by which the Company must

submit detailed proposals under

subclause (4)(a) (as referred to in

subclause (2)(c)) is extended or varied by the

Minister pursuant to clause 52, any agreement

made pursuant to paragraph (a) before such

date is extended or varied shall unless the

Minister notifies the Company otherwise be

deemed to be at an end and neither party shall

have any claim against the other in respect

of it.



(c)



The Company acknowledges that it shall be

responsible for liaising with every title holder

in respect of the land affected and for

obtaining in a form and substance acceptable

to the Minister all unconditional and

irrevocable consents of each such title holder

to, and all statutory consents required in

respect of the land affected for:

(i)



the grant of the Special Railway

Licence for the construction, operation

and maintenance within the Railway

Corridor of the Railway, access roads

and Additional Infrastructure (if any)

to be within the Railway Corridor; and



(ii)



the grant of Lateral Access Road

Licences for the construction, use and

maintenance of Lateral Access Roads

over the routes for the Lateral Access

Roads agreed pursuant to

paragraph (a); and



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(iii)



the inclusion of additional land in the

Special Railway Licence as referred to

in subclause (6)(h) or subclause (6)(i),



in accordance with this clause. For the

purposes of this subclause (3)(c), “title

holder” means a management body (as

defined in the LAA) in respect of any part of

the affected land, a person who holds a

mining, petroleum or geothermal energy right

(as defined in the LAA) in respect of any part

of the affected land, a person who holds a

lease or licence under the LAA in respect of

any part of the affected land, a person who

holds any other title granted under or pursuant

to a Government agreement in respect of any

part of the affected land, a person who holds a

lease or licence in respect of any part of the

affected land under any other Act applying in

the said State and a person in whom any part

of the affected land is vested, immediately

before the provision of such consents to the

Minister as referred to in subclause (4)(e)(ii)

(including as applying pursuant to

subclause 5(d)).

Company to submit proposals for Railway

(4)



As at 06 Dec 2013



(a)



The Company shall, subject to the EP Act, the

provisions of this Agreement, agreement at

that time subsisting in respect of the matters

required to be agreed pursuant to

subclause 3(a), submit to the Minister by the

latest date applying under subclause (2)(c) to

the fullest extent reasonably practicable its

detailed proposals (including plans where

practicable and specifications where

reasonably required by the Minister and any

other details normally required by a local

government in whose area any works are to be

situated) with respect to the undertaking of

the relevant Railway Operation, which

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proposals shall include the location, area,

layout, design, materials and time program for

the commencement and completion of

construction or the provision (as the case may

be) of each of the following matters namely:

(i)



the Railway including fencing (if any)

and crossing places within the Railway

Corridor;



(ii)



Additional Infrastructure (if any)

within the Railway Corridor;



(iii)



temporary accommodation and

ancillary temporary facilities for the

railway workforce on, or in the

vicinity of, the Railway Corridor and

housing and other appropriate facilities

elsewhere for the Company’s

workforce;



(iv)



water supply;



(v)



energy supplies;



(vi)



access roads within the Railway

Corridor and Lateral Access Roads

both along the routes for those roads

agreed between the Minister and the

Company pursuant to subclause 3(a);



(vii)



any other works, services or facilities

desired by the Company; and



(viii) use of local labour, professional

services, manufacturers, suppliers

contractors and materials and

measures to be taken with respect to

the engagement and training of

employees by the Company, its agents

and contractors.

(b)



page 138



Proposals pursuant to paragraph (a) must

specify the matters agreed for the purpose

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pursuant to subclause (3)(a) and must not be

contrary to or inconsistent with such agreed

matters.

(c)



Each of the proposals pursuant to

paragraph (a) may with the approval of the

Minister, or must if so required by the

Minister, be submitted separately and in any

order as to the matter or matters mentioned in

one or more of subparagraphs (i) to (viii) of

paragraph (a) and until all of its proposals

under this subclause have been approved the

Company may withdraw and may resubmit

any proposal but the withdrawal of any

proposal shall not affect the obligations of the

Company to submit a proposal under this

subclause in respect of the subject matter of

the withdrawn proposal.



(d)



The Company shall, whenever any of the

following matters referred to in this subclause

are proposed by the Company (whether before

or during the submission of proposals under

this subclause), submit to the Minister details

of any services (including any elements of the

project investigations, design and

management) and any works, materials, plant,

equipment and supplies that it proposes to

consider obtaining from or having carried out

or permitting to be obtained from or carried

out outside Australia, together with its reasons

therefor and shall, if required by the Minister

consult with the Minister with respect thereto.



(e)



At the time when the Company submits the

last of the said proposals pursuant to this

subclause, it shall:

(i)



As at 06 Dec 2013



furnish to the Minister’s reasonable

satisfaction evidence of all

accreditations under the Rail Safety

Act which are required to be held by



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the Company or any other person for

the construction of the Railway; and

(ii)



(f)



furnish to the Minister the written

consents referred to in

subclause (3)(c)(i) and (3)(c)(ii).



The provisions of clause 11A shall apply

mutatis mutandis to detailed proposals

submitted under this subclause.



Additional Railway Proposals



page 140



(5) (a)



If the Company at any time during the

currency of a Special Railway Licence desires

to construct a Railway spur line (connecting

to the Railway the subject of that Special

Railway Licence) or desires to significantly

modify, expand or otherwise vary its activities

within the land the subject of the Special

Railway Licence that are the subject of this

Agreement and that may be carried on by it

pursuant to this Agreement (other than by the

construction of a Railway spur line) beyond

those activities specified in any approved

proposals for that Railway, it shall give notice

of such desire to the Minister and furnish to

the Minister with that notice an outline of its

proposals in respect thereto (including,

without limitation, such matters mentioned in

subclause (4)(a) as are relevant or as the

Minister otherwise requires).



(b)



If the notice relates to a Railway spur line, or

to the construction of Train Loading

Infrastructure or Train Unloading

Infrastructure on land outside the then

Railway Corridor, the Minister shall within

one month of receipt of such notice advise the

Company whether or not he approves inprinciple the proposed construction of such

spur line, Train Loading Infrastructure or



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Train Unloading Infrastructure. If the

Minister gives in-principle approval the

Company may (but not otherwise) submit

detailed proposals in respect thereof provided

that the provisions of subclause (3) shall

mutatis mutandis apply prior to submission of

detailed proposals in respect thereof.

(c)



Subject to the EP Act, the provisions of this

Agreement and agreement at that time

subsisting in respect of any matters required

to be agreed pursuant to subclause (3)(a) (as

referred to in paragraph (b)), the Company

shall submit to the Minister within a

reasonable timeframe, as determined by the

Minister after receipt of the notice referred to

in paragraph (a) (or in the case of a notice

referred to in paragraph (b) the giving of the

Minister’s in-principle consent as referred to

in that paragraph), detailed proposals in

respect of the proposed construction of such

Railway spur line, Train Loading

Infrastructure, Train Unloading Infrastructure

or other proposed modification, expansion or

variation of its activities including such of the

matters mentioned in subclause (4)(a) as the

Minister may require.



(d)



The provisions of subclause (4) (with the date

for submission of proposals being read as the

date or time determined by the Minister under

paragraph (c) and the reference in

subclause (4)(e)(ii) to subclause (3)(c)(i)

being read as a reference to

subclause (3)(c)(iii)) and of clause 11A shall

mutatis mutandis apply to detailed proposals

submitted pursuant to this subclause.



Grant of Tenure

(6)



As at 06 Dec 2013



(a)



On application made by the Company to the

Minister in such manner as the Minister may

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determine, not later than 3 months after all its

proposals submitted pursuant to

subclause (4)(a) have been approved or

deemed to be approved and the Company has

complied with the provisions of

subclause (4)(e), the State notwithstanding the

Mining Act 1978 shall cause to be granted to

the Company:

(i)



page 142



a miscellaneous licence to conduct

within the Railway Corridor and in

accordance with its approved proposals

all activities (including the taking of

stone, sand, clay and gravel, the

provision of temporary accommodation

facilities for the railway workforce and,

subject to the Rights in Water and

Irrigation Act 1914 (WA), the operation

of water bores) necessary for the

planning, design, construction,

commissioning, operation and

maintenance within the Railway

Corridor of the Railway, access roads

and Additional Infrastructure (if any)

(“the Special Railway Licence”) such

licence to be granted under and subject

to, except as otherwise provided in this

Agreement, the Mining Act 1978 in the

form of the Third Schedule hereto and

subject to such terms and conditions as

the Minister for Mines may from time to

time consider reasonable and at a rental

calculated in accordance with the

Mining Act 1978:

(A)



prior to the Railway Operation

Date, as if the width of the

Railway Corridor were

100 metres; and



(B)



on and from the Railway

Operation Date, at the rentals



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from time to time prescribed

under the Mining Act 1978; and

(ii)



(b)



As at 06 Dec 2013



a miscellaneous licence or licences to

allow the construction, use and

maintenance of Lateral Access Roads

within the routes agreed for those

Lateral Access Roads under

subclause (3)(a) (each a “Lateral Access

Road Licence”), each such licence to be

granted under and subject to, except as

otherwise provided in this Agreement,

the Mining Act 1978 in the form of the

Fourth Schedule hereto and subject to

such terms and conditions as the

Minister for Mines may from time to

time consider reasonable and at the

rentals from time to time prescribed

under the Mining Act 1978.



On application made by the Company to the

Minister in such manner as the Minister may

determine, not later than 3 months after its

proposals submitted pursuant to

subclause (5)(a) for the construction of

Lateral Access Roads for access to the

Railway Corridor to construct a Railway spur

line have been approved or deemed to be

approved and the Company has complied with

the provisions of subclause (4)(e) (as applying

pursuant to subclause (5)(d)), the State

notwithstanding the Mining Act 1978 shall

cause to be granted to the Company a

miscellaneous licence or licences to allow the

construction, use and maintenance of Lateral

Access Roads within the routes agreed for

those Lateral Access Roads under

subclause (3)(a)) (as applying pursuant to

subclause (5)(b)) (each a “Lateral Access

Road Licence”), each such licence to be

granted under and subject to, except as

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otherwise provided in this Agreement, the

Mining Act 1978 in the form of the Fifth

Schedule hereto and subject to such terms and

conditions as the Minister for Mines may

from time to time consider reasonable and at

the rentals from time to time prescribed under

the Mining Act 1978.



page 144



(c)



Notwithstanding the Mining Act 1978, the

term of the Special Railway Licence shall,

subject to the sooner determination thereof on

the cessation or sooner determination of this

Agreement, be for a period of 50 years

commencing on the date of grant thereof.



(d)



Notwithstanding the Mining Act 1978, the

term of any Lateral Access Road Licence

shall, subject to the sooner determination

thereof on the cessation or sooner

determination of this Agreement, be for a

period of 4 years commencing on the date of

grant thereof.



(e)



Notwithstanding the Mining Act 1978, and

except as required to do so by the terms of the

Special Railway Licence, the Company shall

not be entitled to surrender the Special

Railway Licence or any Lateral Access Road

Licence or any part or parts of them without

the prior consent of the Minister.



(f)



(i)



The Company may in accordance with

approved proposals take stone, sand,

clay and gravel from the Railway

Corridor for the construction, operation

and maintenance of the Railway

constructed within or approved for

construction within the Railway

Corridor.



(ii)



Notwithstanding the Mining Act 1978

no royalty shall be payable under the



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Mining Act in respect of stone, sand,

clay and gravel which the Company is

permitted by subparagraph (i) to obtain

from the land the subject of the Special

Railway Licence.

(g)



For the purposes of this Agreement and

without limiting the operation of

paragraphs (a) to (f) inclusive above, the

application of the Mining Act 1978 and the

regulations made thereunder are specifically

modified;

(i)



(ii)



As at 06 Dec 2013



in section 91(1) by:

(A)



deleting “the mining registrar or

the warden, in accordance with

section 42 (as read with

section 92)” and substituting

“the Minister”;



(B)



deleting “any person” and

substituting “the Company (as

defined in the agreement ratified

by and scheduled to the Iron Ore

(Mount Bruce) Agreement

Act 1972, as from time to time

added to, varied or amended)”;



(C)



deleting “for any one or more of

the purposes prescribed” and

substituting “for the purpose

specified in clause 20E(6)(a)(i),

clause 20E(6)(a)(ii) or

clause 20E(6)(b), of the

agreement ratified by and

scheduled to the Iron Ore

(Mount Bruce) Agreement

Act 1972, as from time to time

added to, varied or amended”;



in section 91(3)(a), by deleting

“prescribed form” and substituting



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“form required by the agreement ratified

by and scheduled to the Iron Ore

(Mount Bruce) Agreement Act 1972, as

from time to time added to, varied or

amended”;

(iii) by deleting sections 91(6), 91(9), 91(10)

and 91B;

(iv) in section 92, by deleting “Sections 41,

42, 44, 46, 46A, 47 and 52 apply,” and

inserting “Section 46A (excluding in

subsection (2)(a) “the mining registrar,

the warden or”) applies,” and by

deleting “in those provisions” and

inserting “in that provision”;

(v)



by deleting the full stop at the end of the

section 94(1) and inserting, “except to

the extent otherwise provided in, or to

the extent that such terms and

conditions are inconsistent with, the

agreement ratified by and scheduled to

the Iron Ore (Mount Bruce) Agreement

Act 1972, as from time to time added to,

varied or amended”;



(vi) by deleting sections 94(2), (3) and (4);

(vii) in section 96(1), by inserting after

“miscellaneous licence” the words “(not

being a miscellaneous licence granted

pursuant to the agreement ratified by

and scheduled to the Iron Ore (Mount

Bruce) Agreement Act 1972, as from

time to time added to, varied or

amended”;

(viii) by deleting mining regulations 37(2),

37(3), 42 and 42A; and

(ix) by inserting at the beginning of mining

regulations 41(c) and (f) the words

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“subject to the agreement ratified by

and scheduled to the Iron Ore (Mount

Bruce) Agreement Act 1972, as from

time to time added to, varied or

amended”.



As at 06 Dec 2013



(h)



If additional proposals are approved in

accordance with subclause (5) for the

construction of a Railway spur line outside

the then Railway Corridor, the Minister for

Mines shall include the area of land within

which such construction is to occur in the

Special Railway Licence by endorsement.

The area of such land may be included

notwithstanding that the survey of the land

has not been completed but subject to

correction to accord with the survey when

completed at the Company’s expense.



(i)



If additional proposals are approved in

accordance with subclause (5) for the

construction of Train Loading Infrastructure

or Train Unloading Infrastructure outside the

then Railway Corridor, the Minister for Mines

shall include the area of such land within

which such infrastructure is approved for

construction in the Special Railway Licence

by endorsement. The area of such land may

be included notwithstanding that the survey of

the land has not been completed but subject to

correction to accord with the survey when

completed at the Company’s expense.



(j)



The provisions of this subclause shall not

operate so as to require the State to cause a

Special Railway Licence or a Lateral Access

Road Licence to be granted or any land

included in the Special Railway Licence as

mentioned above until all processes necessary

under any laws relating to native title to

enable that grant or inclusion of land to

proceed, have been completed.

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Construction and operation of Railway

(7)



page 148



(a)



Subject to and in accordance with approved

proposals, the Rail Safety Act and the grant of

the relevant Special Railway Licence and any

associated Lateral Access Road Licences the

Company shall in a proper and workmanlike

manner and in accordance with recognised

standards for railways of a similar nature

operating under similar conditions construct

the Railway and associated Additional

Infrastructure and access roads within the

Railway Corridor and shall also construct

inter alia any necessary sidings, crossing

points, bridges, signalling switches and other

works and appurtenances and provide for

crossings and (where appropriate and required

by the Minister) grade separation or other

protective devices including flashing lights

and boom gates at places where the Railway

crosses or intersects with major roads or

existing railways.



(b)



The Company shall while the holder of a

Special Railway Licence:

(i)



keep the Railway the subject of that

licence in an operable state; and



(ii)



ensure that the Railway the subject of

that licence is operated in a safe and

proper manner in compliance with all

applicable laws from time to time; and



(iii)



without limiting subparagraph (ii)

ensure that the obligations imposed

under the Rail Safety Act on an owner

and an operator (as those terms are

therein defined) are complied with in

connection with the Railway the

subject of that licence.



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Nothing in this Agreement shall be construed

to exempt the Company or any other person

from compliance with the Rail Safety Act or

limit its application to the Company’s

operations generally (except as otherwise may

be provided in that Act or regulations made

under it).



As at 06 Dec 2013



(c)



The Company shall provide crossings for

livestock and also for any roads, other

railways, conveyors, pipelines and other

utilities which exist at the date of grant of the

relevant Special Railway Licence or in respect

of land subsequently included in it at the date

of such inclusion and the Company shall on

reasonable terms and conditions allow such

crossings for roads, railways, conveyors,

pipelines and other utilities which may be

constructed for future needs and which may

be required to cross a Railway constructed

pursuant to this clause.



(d)



Subject to clause 20D, the Company shall at

all times be the holder of Special Railway

Licences and Lateral Access Road Licences

granted pursuant to this clause and (without

limiting clause 28 but subject to clause 20D)

shall at all times own manage and control the

use of each Railway the subject of a Special

Railway Licence held by the Company.



(e)



The Company shall not be entitled to

exclusive possession of the land the subject of

a Special Railway Licence or Lateral Access

Road Licence granted pursuant to this clause

to the intent that the State, the Minister, the

Minister for Mines and any persons

authorised by any of them from time to time

shall be entitled to enter upon the land or any

part of it at all reasonable times and on

reasonable notice with all necessary vehicles,

plant and equipment and for purposes related

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to this Agreement or such other purposes as

they think fit but in doing so shall be subject

to the reasonable directions of the Company

so as not to unreasonably interfere with the

Company’s operations.



page 150



(f)



The Company’s ownership of a Railway

constructed pursuant to this clause shall not

give it an interest in the land underlying it.



(g)



The Company shall not at any time without

the prior consent of the Minister dismantle,

sell or otherwise dispose of any part or parts

of any Railway constructed pursuant to this

clause, or permit this to occur, other than for

the purpose of maintenance, repair, upgrade

or renewal.



(h)



The Company shall, subject to and in

accordance with approved proposals, in a

proper and workmanlike manner, construct

any Additional Infrastructure, access roads,

Lateral Access Roads and other works

approved for construction under this clause.



(i)



The Company shall while the holder of a

Special Railway Licence at all times keep and

maintain in good repair and working order

and condition (which obligation includes,

where necessary, replacing or renewing all

parts which are worn out or in need of

replacement or renewal due to their age or

condition) the Railway, access roads and

Additional Infrastructure (if any) the subject

of that licence and all such other works

installations plant machinery and equipment

for the time being the subject of this

Agreement and used in connection with the

operation use and maintenance of that

Railway, access roads and Additional

Infrastructure (if any).



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(j)



(k)



Subject to clause 20D, the Company shall:

(i)



be responsible for the cost of

construction and maintenance of all

Private Roads constructed pursuant to

this clause; and



(ii)



at its own cost erect signposts and take

other steps that may be reasonable in

the circumstances to prevent any

persons and vehicles (other than those

engaged upon the Company’s

activities and its invitees and

licensees) from using the Private

Roads; and



(iii)



at any place where any Private Roads

are constructed by the Company so as

to cross any railways or public roads

provide at its cost such reasonable

protection and signposting as may be

required by the Commissioner of Main

Roads or the Public Transport

Authority as the case may be.



The provisions of clause 12(1)(a) and (2) as

well as the provision to clause 12(1)(a) shall

apply mutatis mutandis to any Railway or

Railway spur line constructed pursuant to the

clause except that the Company shall not be

obliged to transport passengers upon any such

Railway or Railway spur line.



Aboriginal Heritage Act 1972 (WA)

(8)



For the purposes of this clause the Aboriginal

Heritage Act 1972 (WA) applies as if it were

modified by:

(a)



the insertion before the full stop at the end of

section 18(1) of the words:

“and the expression “the Company” means

the persons from time to time comprising “the



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Company” in their capacity as such under the

agreement ratified by and scheduled to the

Iron Ore (Mount Bruce) Agreement Act 1972,

as from time to time added to, varied or

amended in relation to the use or proposed use

of land pursuant to clause 20E of that

agreement after and in accordance with

approved proposals under clause 20E of that

agreement and in relation to the use of that

land before any such approval of proposals

where the Company has the requisite

authority to enter upon and so use the land”;

(b)



the insertion in sections 18(2), 18(4), 18(5)

and 18(7) of the words “or the Company as

the case may be” after the words “owner of

any land”;



(c)



the insertion in section 18(3) of the words

“or the Company as the case may be” after the

words “the owner”;



(d)



the insertion of the following sentences at the

end of section 18(3):

“In relation to a notice from the Company the

conditions that the Minister may specify can

as appropriate include, among other

conditions, a condition restricting the

Company’s use of the relevant land to after the

approval or deemed approval as the case may

be under the abovementioned agreement of all

of the Company’s submitted initial proposals

thereunder for the Railway Operation (as

defined in clause 20E(1) of the

abovementioned agreement), or in the case of

additional proposals submitted or to be

submitted by the Company to after the

approval or deemed approval under that

agreement of such additional proposals, and to

the extent so approved.”; and



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(e)



the insertion in sections 18(2) and 18(5) of the

words “or it as the case may be” after the

word “he”.



The Company acknowledges that nothing in this

subclause (8) nor the granting of any consents under

section 18 of the Aboriginal Heritage Act 1972

(WA) will constitute or is to be construed as

constituting the approval of any proposals

submitted or to be submitted by the Company under

this Agreement or as the grant or promise of land

tenure for the purposes of this Agreement.

Taking of land for the purposes of this clause

(9)



(a)



The State is hereby empowered, as and for a

public work under Parts 9 and 10 of the LAA,

to take for the purposes of this clause any land

(other than any part of a Port) which in the

opinion of the Company is necessary for the

relevant Railway Operation and which the

Minister determines is appropriate to be taken

for the relevant Railway Operation (except

any land the taking of which would be

contrary to the provisions of a Government

agreement entered into before the submission

of the proposals relating to the proposed

taking) and notwithstanding any other

provisions of that Act may license that land to

the Company.



(b)



In applying Parts 9 and 10 of the LAA for the

purposes of this clause:

(i)



“land” in that Act includes a legal or

equitable estate or interest in land;



(ii)



sections 170, 171, 172, 173, 174, 175

and 184 of that Act do not apply; and



(iii)



that Act applies as if it were modified

in section 177(2) by inserting (A)



As at 06 Dec 2013



after “railway” the following-



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“or land is being taken

pursuant to a Government

agreement as defined in

section 2 of the Government

Agreements Act 1979 (WA)”;

and

(B)



after “that Act” the

following “or that Agreement as the

case may be”.



(c)



The Company shall pay to the State on

demand the costs of or incidental to any land

taken at the request of and on behalf of the

Company including but not limited to any

compensation payable to any holder of native

title or of native title rights and interests in the

land.



Notification of Railway Operation Date

(10) (a)



(b)



page 154



The Company shall from the date occurring

6 months before the date for completion of

construction of a Railway specified in its time

program for the commencement and

completion of construction of that Railway

submitted under subclause (4)(a), keep the

Minister fully informed as to:

(i)



the progress of that construction and

its likely completion and

commissioning; and



(ii)



the likely Railway Operation Date.



The Company shall on the Railway Operation

Date notify the Minister that the first carriage

of iron ore, freight goods or other products as

the case may be over the Railway (other than

for construction or commissioning purposes)

has occurred.



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(c)



(d)



(18)



The Company shall from the date occurring

6 months before the date for completion of

construction of a Railway spur line specified

in its time program for the commencement

and completion of construction of that spur

line submitted under subclause (5)(c) keep the

Minister fully informed as to:

(i)



the progress of that construction and

its likely completion and

commissioning; and



(ii)



in respect of it, the likely Railway spur

line Operation Date.



The Company shall on the Railway spur line

Operation Date in respect of any Railway spur

line notify the Minister that the first carriage

of iron ore, freight goods or other products as

the case may be over such spur line (other

than for construction or commissioning

purposes) has occurred.”;



in clause 21 by:

(a)



inserting “granted under or pursuant to this Agreement or

held pursuant to this Agreement” after “licence or other

title”;



(b)



inserting “or held pursuant hereto” after the subsequent

2 references to “granted hereunder or pursuant hereto”; and



(c)



deleting “occupied by the Company” and substituting “the

subject of any lease licence easement or other title granted

under or pursuant to this Agreement or held pursuant to this

Agreement”;



(19) in clause 22(i) by inserting “or held pursuant hereto” after “granted

hereunder or pursuant hereto”;

(20) in clause 23 by inserting “or pursuant hereto or held pursuant

hereto” after “granted hereunder”;

(21) by deleting clause 30;

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(22) in clause 41(A)(1) by:

(a)



(b)



in paragraph (a):

(a)



deleting “31st day of December 1991” and

substituting “31 December 2012”;



(b)



deleting “31st day of December 1994” and

substituting “31 December 2015”; and



(c)



deleting “31st day of December 1999” and

substituting “31 December 2020”; and



in paragraph (b) deleting “31st day of December 1991” and

substituting “31 December 2012”.



(23) in clause 41(A)(5) by:



(24)



(a)



in paragraph (a) deleting “by the company of alternative

investments” and substituting “of an alternative project”; and



(b)



in paragraph (b):

(i)



deleting “the investments” and substituting “, or cause

to be implemented, the alternative project”; and



(ii)



deleting “those investments” and substituting “that

alternative project”;



by inserting after subclause (5) of clause 41A the following new

subclause:

“(6) For the purposes of subclause (5) “alternative project”

means:



page 156



(a)



a project to establish and operate within the said State

plant for the production of steel;



(b)



a project to establish and operate within the said State

plant which processes and adds value to minerals

mined in the said State; or



(c)



any other project within the said State which the

Minister approves as providing to the State benefits

equivalent to a project to establish and operate plant for

the production of steel,

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to be undertaken by:

(d)



the Company (excluding a project referred to in

paragraph (a)): or



(e)



a related body corporate or related bodies corporate

(within the meaning of the Corporations Act 2001

(Cwth) of the Company solely or in conjunction with

the Company; or



(f)



a joint venture in which the Company or its related

body corporate has a majority participating interest; or



(g)



any other third person or persons which the Company

and the Minister accept as having the requisite

financial and technical capacity and expertise to

undertake solely, or in conjunction with the Company,

the relevant project referred to in paragraph (a), (b)

or (c).”;



(25) by inserting the following sentence at the end of clause 42:

“As a separate independent indemnity the Company will 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 use, making

available for use or other activities of the Company as referred to

in clause 20C.”;

(26) in clause 44 inserting “or held pursuant hereto” after “hereunder or

pursuant hereto”;

(27) in clause 46 by inserting “or held pursuant hereto” after “granted

hereunder or pursuant hereto”; and

(28) inserting after the Second Schedule the following new schedules:

“ THIRD SCHEDULE

WESTERN AUSTRALIA

IRON ORE (MOUNT BRUCE) AGREEMENT ACT 1972

MINING ACT 1978

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MISCELLANEOUS LICENCE FOR A RAILWAY AND OTHER

PURPOSES

No.



MISCELLANEOUS LICENCE [ ]



WHEREAS by the Agreement (hereinafter called “the Agreement”) ratified by

and scheduled to the Iron Ore (Mount Bruce) Agreement Act 1972, as from time

to time added to, varied or amended, the State agreed to grant to [

]

(hereinafter with its successors and permitted assigns called “the Company”) a

miscellaneous licence for the construction operation and maintenance of a

Railway (as defined in clause 20E(1) of the Agreement and otherwise as

provided in the Agreement) and, if applicable, other purposes AND WHEREAS

the Company pursuant to clause 20E(6)(a) of the Agreement has made

application for the said licence;

NOW in consideration of the rents reserved by and the provisions of the

Agreement and in pursuance of the Iron Ore (Mount Bruce) Agreement

Act 1972, as from time to time added to, varied or amended, the Company is

hereby granted by this licence authority to conduct on the land the subject of

this licence as more particularly delineated and described from time to time in

the Schedule hereto all activities (including the taking of stone, sand, clay and

gravel, the provision of temporary accommodation facilities for the railway

workforce in accordance with the Agreement and, subject to the Rights in Water

and Irrigation Act 1914 (WA), the operation of water bores) necessary for the

planning, design, construction, commissioning, operation and maintenance on

the land the subject of this licence of the Railway and Additional Infrastructure

(as defined in clause 20E(1) of the Agreement) and access roads to be located

on the land the subject of this licence in accordance with the provisions of the

Agreement and proposals approved under the Agreement, for the term of

50 years from the date hereof (subject to the sooner determination of the term

upon the determination of the Agreement) and upon and subject to the terms

covenants and conditions set out in the Agreement and the Mining Act 1978 as it

applies to this licence, and any amendments to the Agreement and the Mining

Act 1978 from time to time and to the terms and conditions (if any) now or

hereafter endorsed hereon and the payment of rentals in respect of this licence in

accordance with clause 20E(6)(a)(i) of the Agreement PROVIDED ALWAYS

that this licence shall not be determined or forfeited otherwise than in

accordance with the Agreement.

In this licence:



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-



If the Company be more than one the liability of the Company

hereunder shall be joint and several.



-



Reference to an Act includes all amendments to that Act for the time

being in force and also any Act passed in substitution therefore or in

lieu thereof and to the regulations and by-laws of the time being in

force thereunder.



-



Reference to “the Agreement” means such agreement as from time to

time added to, varied or amended.



-



The terms “approved proposals”, “Railway”, “Railway Operation

Date”, and “Railway spur line” have the meanings given in the

Agreement.



ENDORSEMENTS AND CONDITIONS

Endorsements

1.



This licence is granted in accordance with proposals submitted

on [ ], and approved by the Minister (as defined in the Agreement)

on [ ], under the Agreement.



2.



The Company is permitted to, in accordance with approved proposals,

take stone, sand, clay and gravel from the land the subject of this

licence for the construction, operation and maintenance of the Railway

(including any Railway spur line) constructed within or approved for

construction within the area of land the subject of this licence.



3.



Notwithstanding the Mining Act 1978, no royalty shall be payable

under the Mining Act 1978 in respect of stone, sand, clay and gravel

which the Company is permitted by the Agreement to obtain from the

land the subject of this licence.



4.



[Any further endorsement which the Minister for Mines may,

consistent with the provisions of the Agreement, determines and

thereafter impose in respect of this licence including during the term

of the Agreement.]



Conditions

1.



(a)



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Except as provided in paragraph (b), the Company shall

within 2 years after the Railway Operation Date surrender in

accordance with the provisions of the Mining Act 1978 the

area of this licence down to a maximum of 100 metres width

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or as otherwise approved by the Minister (as defined in the

Agreement) for the safe operation of the Railway then

constructed or approved for construction under approved

proposals.

(b)



2.



Paragraph (a) shall not apply to land the subject of this

licence that was included in this licence pursuant to

clause 20E(6)(h) or clause 20E(6)(i) of the Agreement.



The Company shall as soon as possible after the construction of a

Railway spur line or of an expansion or extension thereof as the case

may be surrender in accordance with the Mining Act 1978 the land

the subject of this licence that was included in this licence pursuant

to clause 20E(6)(h) of the Agreement for the purpose of such

construction down to a maximum of 100 metres in width or as

otherwise approved by the Minister (as defined in the Agreement) for

the safe operation of that Railway spur line or expansion or extension

thereof as the case may be then constructed or approved for

construction under approved proposals.



3.



[Any further conditions which the Minister for Mines may, consistent

with the provisions of the Agreement, determines and thereafter

impose in respect of this licence including during the term of the

Agreement.]

SCHEDULE

Land description



Locality:

Mineral Field

Area:

DATED at Perth this



day of



.



MINISTER FOR MINES

FOURTH SCHEDULE

WESTERN AUSTRALIA

IRON ORE (MOUNT BRUCE) AGREEMENT ACT 1972

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MINING ACT 1978

MISCELLANEOUS LICENCE FOR A LATERAL ACCESS ROAD

No.



MISCELLANEOUS LICENCE [ ]



WHEREAS by the Agreement (hereinafter called “the Agreement”) ratified by

and scheduled to the Iron Ore (Mount Bruce) Agreement Act 1972, as from time

to time added to, varied or amended, the State agreed to grant to [

]

(hereinafter with its successors and permitted assigns called “the Company”)

a miscellaneous licence for the construction use and maintenance of a Lateral

Access Road (as defined in the Agreement) AND WHEREAS the Company

pursuant to clause 20E(6)(a)(ii) of the Agreement has made application for the

said licence;

NOW in consideration of the rents reserved by and the provisions of the

Agreement and in pursuance of the Iron Ore (Mount Bruce) Agreement

Act 1972, as from time to time added to, varied or amended, the Company is

hereby authorised to construct use and maintain a road on the land more

particularly delineated and described from time to time in the Schedule hereto in

accordance with the provisions of the Agreement and proposals approved under

the Agreement for a term of 4 years commencing on the date hereof (subject to

the sooner determination of the term upon the cessation or determination of the

Agreement) and for the purposes and upon and subject to the terms covenants

and conditions set out in the Agreement and the Mining Act 1978 as it applies to

this licence, and any amendments to the Agreement and the Mining Act 1978

from time to time and to the terms and conditions (if any) now or hereafter

endorsed hereon and the payment of rentals in respect of this licence in

accordance with clause 20E(6)(a)(ii) of the Agreement PROVIDED ALWAYS

that this licence shall not be determined or forfeited otherwise than in

accordance with the Agreement.

In this licence:

-



If the Company be more than one the liability of the Company

hereunder shall be joint and several.



-



Reference to an Act includes all amendments to that Act for the time

being in force and also any Act passed in substitution therefore or in

lieu thereof and to the regulations and by-laws of the time being in

force thereunder.



-



Reference to “the Agreement” means such agreement as from time to

time added to, varied or amended.



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ENDORSEMENTS AND CONDITIONS

Endorsements

1.



This licence is granted in accordance with proposals submitted on

[ ], and approved by the Minister (as defined in the Agreement) on

[ ], under the Agreement.



2.



[Any further endorsement which the Minister for Mines may,

consistent with the provisions of the Agreement, determines and

thereafter impose in respect of this licence including during the term

of the Agreement.]



Conditions

[Such conditions which the Minister for Mines may, consistent with the

provisions of the Agreement, determines and thereafter impose in respect of the

licence, including during the term of the Agreement.]



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SCHEDULE

Description of land

Locality:

Mineral Field:

Area:



DATED at Perth this



day of



.



MINISTER FOR MINES



FIFTH SCHEDULE

WESTERN AUSTRALIA

IRON ORE (MOUNT BRUCE) AGREEMENT ACT 1972

MINING ACT 1978

MISCELLANEOUS LICENCE FOR A LATERAL ACCESS ROAD

No.



MISCELLANEOUS LICENCE [ ]



WHEREAS by the Agreement (hereinafter called “the Agreement”) ratified by

and scheduled to the Iron Ore (Mount Bruce) Agreement Act 1972, as from time

to time added to, varied or amended, the State agreed to grant to [

]

(hereinafter with its successors and permitted assigns called “the Company”)

a miscellaneous licence for the construction use and maintenance of a Lateral

Access Road (as defined in the Agreement) AND WHEREAS the Company

pursuant to clause 20E(6)(b) of the Agreement has made application for the said

licence;

NOW in consideration of the rents reserved by and the provisions of the

Agreement and in pursuance of the Iron Ore (Mount Bruce) Agreement

Act 1972, as from time to time added to, varied or amended, the Company is

hereby authorised to construct use and maintain a road on the land more

particularly delineated and described from time to time in the Schedule hereto in

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accordance with the provisions of the Agreement and proposals approved under

the Agreement for a term of 4 years commencing on the date hereof (subject to

the sooner determination of the term upon the cessation or determination of the

Agreement) and for the purposes and upon and subject to the terms covenants

and conditions set out in the Agreement and the Mining Act 1978 as it applies to

this licence, and any amendments to the Agreement and the Mining Act 1978

from time to time and to the terms and conditions (if any) now or hereafter

endorsed hereon and the payment of rentals in respect of this licence in

accordance with clause 20E(6)(b) of the Agreement PROVIDED ALWAYS

that this licence shall not be determined or forfeited otherwise than in

accordance with the Agreement.

In this licence:

-



If the Company be more than one the liability of the Company

hereunder shall be joint and several.



-



Reference to an Act includes all amendments to that Act for the time

being in force and also any Act passed in substitution therefore or in

lieu thereof and to the regulations and by-laws of the time being in

force thereunder.



-



Reference to “the Agreement” means such agreement as from time to

time added to, varied or amended.



ENDORSEMENTS AND CONDITIONS

Endorsements

1.



This licence is granted in accordance with proposals submitted on

[ ], and approved by the Minister (as defined in the Agreement) on

[ ], under the Agreement.



2.



[Any further endorsement which the Minister for Mines may,

consistent with the provisions of the Agreement, determines and

thereafter impose in respect of this licence including during the term

of the Agreement.]



Conditions

[Such conditions which the Minister for Mines may, consistent with the

provisions of the Agreement, determines and thereafter impose in respect of the

licence, including during the term of the Agreement.]



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SCHEDULE

Description of land

Locality:

Mineral Field:

Area:

DATED at Perth this



day of



MINISTER FOR MINES



.







EXECUTED as a deed.

SIGNED by THE HONOURABLE

COLIN JAMES BARNETT

in the presence of:



)

)

)



[Signature]



[Signature]

STEPHEN WOOD

THE COMMON SEAL of MOUNT

)

BRUCE MINING PTY. LIMITED

)

ACN 008 714 010 was hereunto affixed by )

authority of the Directors in the presence of: )



[C.S.]



[Signature]

Director



ALAN DAVIES



[Signature]



HELEN FERNIHOUGH



Secretary

[Fourth Schedule inserted: No. 61 of 2010 s. 14.]



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Fifth Schedule — 2011 Variation Agreement

[s. 2]

[Heading inserted: No. 61 of 2011 s. 14.]

2011



THE HONOURABLE COLIN JAMES BARNETT

PREMIER OF THE STATE OF WESTERN AUSTRALIA



AND



MOUNT BRUCE MINING PTY. LTD.

ACN 008 714 010



________________________________________________________________

IRON ORE (MOUNT BRUCE) AGREEMENT 1972

RATIFIED VARIATION AGREEMENT

________________________________________________________________



[Solicitor’s details]



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Iron Ore (Mount Bruce) Agreement Act 1972

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2011 Variation Agreement



THIS AGREEMENT is made this 7th day of November 2011

BETWEEN

THE HONOURABLE COLIN JAMES BARNETT MLA., Premier of the

State of Western Australia, acting for and on behalf of the said State and

instrumentalities thereof from time to time (State)

AND

MOUNT BRUCE MINING PTY. LTD. ACN 008 714 010 of Level 22,

Central Park, 152-158 St Georges Terrace, Perth, Western Australia

(Company).

RECITALS:

A.



The State and the Company are the parties to the agreement dated

10 March 1972, ratified by and scheduled to the Iron Ore (Mount

Bruce) Agreement Act 1972 and which as subsequently added to,

varied or amended is referred to in this Agreement as the “Principal

Agreement”.



B.



The State and the Company wish to vary the Principal Agreement.



THE PARTIES AGREE AS FOLLOWS:

1.



Interpretation

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.



Ratification and Operation

(1)



The State shall introduce and sponsor a Bill in the State Parliament of

Western Australia prior to 31 December 2011 or such later date as

may be agreed between the parties hereto to ratify this Agreement.

The State shall endeavour to secure the timely passage of such Bill as

an Act.



(2)



The provisions of this Agreement other than this clause and clause 1

will not come into operation until the day after the day on which the



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Bill referred to in subclause (1) has been passed by the State

Parliament of Western Australia and commences to operate as an Act.

(3)



If by 30 June 2012 the said Bill has not commenced to operate as an

Act then, unless the parties hereto otherwise agree, this Agreement

will then cease and determine and no party hereto will 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.



(4)



On the day after the day on which the said Bill commences to operate

as an Act all the provisions of this Agreement will operate and take

effect despite any enactment or other law.



3.



Variation of Principal Agreement

The Principal Agreement is varied as follows:

(1)



in clause 1 by:

(a)



inserting in the appropriate alphabetical positions the

following new definitions:

“Eligible Existing Tenure” means:

(a)



(i)



a miscellaneous licence or general purpose

lease granted to the Company under the

Mining Act 1978; or



(ii)



a lease or easement granted to the Company

under the LAA,



and not clearly, to the satisfaction of the Minister,

granted under or pursuant to or held pursuant to this

Agreement; or

(b)



an application by the Company for the grant to it of a

tenement referred to in paragraph (a)(i) (which

application has not clearly, to the satisfaction of the

Minister, been made under or pursuant to this

Agreement) and as the context requires the tenement

granted pursuant to such an application,



where that tenure was granted or that application was made

(as the case may be) on or before 1 October 2011;

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“LAA” means the Land Administration Act 1997 (WA);

“Relevant Land”, in relation to Eligible Existing Tenure or

Special Advance Tenure, means the land which is the subject

of that Eligible Existing Tenure or Special Advance Tenure,

as the case may be;

“second variation date” means the date on which clause 3 of

the variation agreement made on or about 7 November 2011

between the State and the Company comes into operation;

“Special Advance Tenure” means:

(a)



a miscellaneous licence or general purpose lease

requested under clause 7(3b) to be granted to the

Company under the Mining Act 1978; or



(b)



an easement or a lease requested under clause 7(3b)

to be granted to the Company under the LAA,



and as the context requires such tenure if granted;

(b)



(2)



inserting after the words “reference in this Agreement to an

Act shall include the amendments to such 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” the words “(and for the avoidance of doubt

this principle, subject to the context and without limitation to

its application to other Acts, may apply in respect of

references to the Land Act and the Mining Act

notwithstanding references in this Agreement to the LAA and

the Mining Act 1978)”;



in clause 7(1) by inserting after paragraph (c) the following new

paragraph:

“Notwithstanding clause 20C(2)(b)(iv), detailed proposals may refer

to activities on tenure which is proposed to be granted pursuant to this

subclause (1) as if that tenure was granted pursuant to this Agreement

(but this does not limit the powers or discretions of the Minister under

this Agreement or the Minister responsible for the administration of

any relevant Act with respect to the grant of the tenure).”;



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(3)



by inserting after clause 7(3) the following new subclauses:

“Application for Eligible Existing Tenure to be held pursuant to

this Agreement

(3a)



page 170



(a)



The Minister may at the request of the Company from

time to time made during the continuance of this

Agreement approve Eligible Existing Tenure

becoming held pursuant to this Agreement on such

conditions as the Minister sees fit (including, without

limitation and notwithstanding the Mining Act 1978

and the LAA, as to the surrender of land, the

submission of detailed proposals and the variation of

the terms and conditions of the Eligible Existing

Tenure (including for the Eligible Existing Tenure to

be held pursuant to this Agreement and for the more

efficient use of the Relevant Land)) and the Minister

may from time to time vary such conditions in order

to extend any specified time for the doing of any

thing or otherwise with the agreement of the

Company.



(b)



Eligible Existing Tenure the subject of an approval by

the Minister under this subclause will be held by the

Company pursuant to this Agreement:

(i)



if the Minister’s approval was not given

subject to conditions, on and from the date

of the Minister’s notice of approval;



(ii)



unless paragraph (iii) applies, if the

Minister’s approval was given subject to

conditions, on the date on which all such

conditions have been satisfied; and



(iii)



if the Minister’s approval was given subject

to a condition requiring that the Company

submit detailed proposals in accordance

with this Agreement, on the later of the date

on which the Minister approves proposals

submitted in discharge of that specified

condition and the date upon which all other

specified conditions have been satisfied, but



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the Company is authorised to implement

any approved proposal to the extent such

implementation is consistent with the then

terms and conditions of the Eligible

Existing Tenure pending the satisfaction of

any conditions relating to the variation of

the terms or conditions of the Eligible

Existing Tenure. Where this paragraph (iii)

applies, prior to any approval of proposals

and satisfaction of other conditions, the

relevant tenure will be treated for (but only

for) the purposes of clause 20C(2)(b)(iv) as

tenure held pursuant to this Agreement.

Application for Special Advance Tenure to be granted pursuant

to this Agreement

(3b)



Without limiting clause 7(2), the Minister may at the request

of the Company from time to time made during the

continuance of this Agreement approve Special Advance

Tenure being granted to the Company pursuant to this

Agreement if:

(a)



the Company proposes to submit detailed proposals

under this Agreement (other than under clause 20E)

to construct works installations or facilities on the

Relevant Land and the Company’s request is so far as

is practicable made, unless the Minister approves

otherwise, no less than 6 months before the

submission of those detailed proposals; and



(b)



the Minister is satisfied that it is necessary and

appropriate that Special Advance Tenure, rather than

tenure granted under or pursuant to the other

provisions of this Agreement, be used for the

purposes of the proposed works installations or

facilities on the Relevant Land,



and if the Minister does so approve:

(c)



As at 06 Dec 2013



notwithstanding the Mining Act 1978 or the LAA, the

appropriate authority or instrumentality of the State

shall obtain the consent of the Minister to the form

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and substance of the Special Advance Tenure prior to

its grant (which for the avoidance of doubt neither the

State nor the Minister is obliged to cause) to the

Company; and

(d)



(3c)



(4)



(5)



if the Company does not submit detailed proposals

relating to construction of the relevant works

installations or facilities on the Relevant Land within

24 months after the date of the Minister’s approval or

such later time subsequently allowed by the Minister,

or if submitted the Minister does not approve such

detailed proposals, the Special Advance Tenure (if

then granted) shall be surrendered at the request of

the Minister.



The decisions of the Minister under subclauses (3a) and (3b)

shall not be referable to arbitration and any approval of the

Minister under this clause shall not in any way limit,

prejudice or otherwise affect the exercise by the Minister of

the Minister’s powers, or the performance of the Minister’s

obligations, under this Agreement or otherwise under the

laws from time to time of the said State.”;



in clause 7 by:

(a)



deleting in subclause (4) “subclause (3)” and substituting

“subclauses (3), (3a) and (3b)”; and



(b)



deleting in subclause (4a) “and (2)” and substituting

“, (2), (3a) and (3b)”;



by inserting after clause 11B the following new clauses:

“Community development plan

11C.



(1)



In this clause, the term “community and social

benefits” includes:

(a)



page 172



assistance with skills development and

training opportunities to promote work

readiness and employment for persons

living in the Pilbara region of the said State;



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(b)



regional development activities in the

Pilbara region of the said State, including

partnerships and sponsorships;



(c)



contribution to any community projects,

town services or facilities; and



(d)



a regionally based workforce.



(2)



The Company acknowledges the need for community

and social benefits flowing from this Agreement.



(3)



The Company agrees that:

(a)



it shall prepare a plan which describes the

Company’s proposed strategies for

achieving community and social benefits in

connection with its activities under this

Agreement; and



(b)



the Company shall, not later than 3 months

after the second variation date, submit to

the Minister the plan prepared under

paragraph (a) and confer with the Minister

in respect of the plan.



(4)



The Minister shall within 2 months after receipt of a

plan submitted under subclause (3)(b), either notify

the Company that the Minister approves the plan as

submitted or notify the Company of changes which

the Minister requires be made to the plan. If the

Company is unwilling to accept the changes which

the Minister requires it shall notify the Minister to

that effect and either party may refer to arbitration

hereunder the question of the reasonableness of the

changes required by the Minister.



(5)



The effect of an award made on an arbitration

pursuant to subclause (4) shall be that the relevant

plan submitted by the Company pursuant to

subclause (3)(b) shall, with such changes required by

the Minister under subclause (4) as the arbitrator

determines to be reasonable (with or without



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modification by the arbitrator), be deemed to be the

plan approved by the Minister under this clause.

(6)



At least 3 months before the anticipated submission

of proposals relating to a proposed development

pursuant to any of clauses 5, 11 or 20E, the Company

must, unless the Minister otherwise requires, give to

the Minister information about how the proposed

development may affect the plan approved or deemed

to be approved by the Minister under this clause.

This obligation operates in relation to all proposals

submitted on or after the date that is 4 months after

the date when a plan is first approved or deemed to be

approved under this clause.



(7)



The Company shall at least annually report to the

Minister about the Company’s implementation of the

plan approved or deemed to be approved by the

Minister under this clause.



(8)



At the request of either of them made at any time and

from time to time, the Minister and the Company

shall confer as to any amendments desired to any plan

approved or deemed to be approved by the Minister

under this clause and may agree to amendment of the

plan or adoption of a new plan. Any such amended

plan or new plan will be deemed to be the plan

approved by the Minister under this clause in respect

of the development to which it relates.



(9)



During the currency of this Agreement, the Company

shall implement the plan approved or deemed to be

approved by the Minister under this clause.



Local participation plan

11D.



page 174



(1)



In this clause, the term “local industry participation

benefits” means:

(a)



the use and training of labour available

within the said State;



(b)



the use of the services of engineers,

surveyors, architects and other professional



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consultants, experts, specialists, project

managers and contractors available within

the said State; and

(c)



As at 06 Dec 2013



the procurement of works, materials, plant,

equipment and supplies from Western

Australian suppliers, manufacturers and

contractors.



(2)



The Company acknowledges the need for local

industry participation benefits flowing from this

Agreement.



(3)



The Company agrees that it shall, not later than

3 months after the second variation date, prepare and

provide to the Minister a plan which contains:

(a)



a clear statement on the strategies which the

Company will use, and require a third party

as referred to in subclause (7) to use, to

maximise the uses and procurement

referred to in subclause (1);



(b)



detailed information on the procurement

practices the Company will adopt, and

require a third party as referred to in

subclause (7) to adopt, in calling for tenders

and letting contracts for works, materials,

plant, equipment and supplies stages in

relation to a proposed development and

how such practices will provide fair and

reasonable opportunity for suitably

qualified Western Australian suppliers,

manufacturers and contractors to tender or

quote for works, materials, plant,

equipment and supplies;



(c)



detailed information on the methods the

Company will use, and require a third party

as referred to in subclause (7) to use, to

have their respective procurement officers

promptly introduced to Western Australian



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suppliers, manufacturers and contractors

seeking such introduction; and

(d)



details of the communication strategies the

Company will use, and require a third party

as referred to in subclause (7) to use, to

alert Western Australian engineers,

surveyors, architects and other professional

consultants, experts, specialists, project

managers and consultants and Western

Australian suppliers, manufacturers and

contractors to services opportunities and

procurement opportunities respectively as

referred to in subclause (1).



It is acknowledged by the Company that the strategies

of the Company referred to in subclause (3)(a) will

include strategies of the Company in relation to

supply of services, labour, works, materials, plant,

equipment or supplies for the purposes of this

Agreement.



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(4)



At the request of either of them made at any time and

from time to time, the Minister and the Company

shall confer as to any amendments desired to any plan

provided under this clause and may agree to the

amendment of the plan or the provision of a new plan

in substitution for the one previously provided.



(5)



At least 6 months before the anticipated submission

of proposals relating to a proposed development

pursuant to any of clauses 5, 11 or 20E, the Company

must, unless the Minister otherwise requires, give to

the Minister information about the implementation of

the plan provided under this clause in relation to the

proposed development. This obligation operates in

relation to all proposals submitted on or after the date

that is 7 months after the date when a plan is first

provided under this clause.



(6)



During the currency of this Agreement the Company

shall implement the plan provided under this clause.



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(7)



(6)



The Company shall:

(a)



in every contract entered into with a third

party where the third party has an

obligation or right to procure the supply of

services, labour, works, materials, plant,

equipment or supplies for or in connection

with a proposed development, ensure that

the contract contains appropriate provisions

requiring the third party to undertake

procurement activities in accordance with

the plan provided under this clause; and



(b)



use reasonable endeavours to ensure that

the third party complies with those

provisions.”;



in clause 12(1) by:

(a)



deleting in paragraph (a) “allow crossing places for roads

stock and other railways and also”;



(b)



inserting after paragraph (a) the following new paragraph:

“Crossings over Railway

(aa)



As at 06 Dec 2013



for the purposes of livestock and infrastructure

such as roads, railways, conveyors, pipelines,

transmission lines and other utilities proposed to

cross the land the subject of the Company’s

railway the Company shall:

(i)



if applicable, give its consent to, or

otherwise facilitate the grant by the State or

any agency, instrumentality or other

authority of the State of any lease, licence

or other title over land the subject of the

Company’s railway so long as such grant

does not in the Minister’s opinion unduly

prejudice or interfere with the activities of

the Company under this Agreement; and



(ii)



on reasonable terms and conditions allow

access for the construction and operation of



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such crossings and associated

infrastructure,

provided that in forming his opinion under this

clause, the Minister must consult with the

Company;”; and

(c)



deleting paragraph (h)(ii) and substituting the following

subparagraph:

“(ii)



(7)



(A)



5.625% of the f.o.b. value, for ore shipped

prior to or on 30 June 2012;



(B)



6.5% of the f.o.b. value, for ore shipped

during the period from 1 July 2012 to

30 June 2013 (inclusive of both dates); and



(C)



7.5% of the f.o.b. value, for ore shipped on

or after 1 July 2013;”; and



in clause 20E by:

(a)



deleting in subclause (1) “ “LAA” means the Land

Administration Act 1997 (WA)”;



(b)



inserting after subclause (3)(c) the following new paragraph:

“(d)



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on fine ore sold or shipped separately as such at the

rate of:



Without limiting subclause (9), the Minister may

waive the requirement under this clause for the

Company to obtain and to furnish the consent of a

title holder if the title holder has refused to give the

required consent and the Minister is satisfied that:

(i)



the title holder’s affected land is or was

subject to a miscellaneous licence granted

under the Mining Act 1978 for the purpose

of a railway to be constructed and operated

in accordance with this Agreement; and



(ii)



in the Minister’s opinion, the title holder’s

refusal to give the required consent is not



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reasonable in all the circumstances

including having regard to:

(A)



the rights of the Company in

relation to the affected land as the

holders of the miscellaneous

licence, relative to their rights as

the holders of the sought Special

Railway Licence or Lateral Access

Road Licence (as the case may be);

and



(B)



the terms of any agreement

between the Company and the title

holder.”;



(c)



deleting in subclause (4)(a) the comma after “the provisions

of this Agreement” and substituting “and”; and



(d)



in subclause (7):

(i)



deleting all words in paragraph (c) after “at the date

of such inclusion”; and



(ii)



inserting after paragraph (k) the following new

paragraph:

“(l)



As at 06 Dec 2013



The provisions of clause 12(1)(aa) shall

apply mutatis mutandis to any Railway or

Railway spur line constructed pursuant to

this clause.”.



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Iron Ore (Mount Bruce) Agreement Act 1972

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EXECUTED as a deed.

SIGNED by the HONOURABLE

COLIN JAMES BARNETT

in the presence of:



)

)

)



[Signature]



[Signature]



Signature of witness



Stephen Bombardieri

Name of witness

THE COMMON SEAL of MOUNT

BRUCE MINING PTY. LIMITED

ACN 008 714 010 was hereunto affixed

by authority of the Directors in the

presence of:



[Signature]



)

)

)

)

)



[C.S.]



Robert Paul Shannon



Director



[Signature]



Helen Fernihough



Secretary

[Fifth Schedule inserted: No. 61 of 2011 s. 14.]



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Iron Ore (Mount Bruce) Agreement Act 1972



Notes

1



This reprint is a compilation as at 6 December 2013 of the Iron Ore (Mount

Bruce) Agreement Act 1972 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



Iron Ore (Mount Bruce)

Agreement Act 1972



37 of 1972



16 Jun 1972



16 Jun 1972



Iron Ore (Mount Bruce)

Agreement Act Amendment

Act 1976



94 of 1976



12 Nov 1976 12 Nov 1976



Iron Ore (Mount Bruce)

Agreement Amendment

Act 1987



26 of 1987



29 Jun 1987



29 Jun 1987 (see s. 2)



Reprint 1: The Iron Ore (Mount Bruce) Agreement Act 1972 as at 7 Feb 2003 (includes

amendments listed above)

Standardisation of

Formatting Act 2010 s. 4

and 42(2)



19 of 2010



28 Jun 2010



Iron Ore Agreements

Legislation Amendment

Act 2010 Pt. 6



34 of 2010



26 Aug 2010 1 Jul 2010 (see s. 2(b)(ii))



Iron Ore Agreements

Legislation Amendment

Act (No. 2) 2010 Pt. 4



61 of 2010



10 Dec 2010 11 Dec 2010 (see s. 2(c))



Iron Ore Agreements

Legislation Amendment

Act 2011 Pt. 4



61 of 2011



14 Dec 2011 15 Dec 2011 (see s. 2(b))



11 Sep 2010 (see s. 2(b) and

Gazette 10 Sep 2010 p. 4341)



Reprint 2: The Iron Ore (Mount Bruce) Agreement Act 1972 as at 6 Dec 2013

(includes amendments listed above)

2



Repealed by the Mining Act 1978.



3



Repealed by the Interpretation Act 1984.



4



Marginal notes in the agreement have been represented as bold headnotes in this

reprint but that does not change their status as marginal notes.



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Iron Ore (Mount Bruce) Agreement Act 1972



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)

1976 Variation Agreement .................................................................................... 2

1987 Variation Agreement .................................................................................... 2

2010 Variation Agreement .................................................................................... 2

2011 Variation Agreement .................................................................................... 2

Agreement............................................................................................................. 2

Company ............................................................................................................... 2



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