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Western Australia



Iron Ore (Hamersley Range) Agreement Act

1963



As at 06 Dec 2017



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Western Australia



Iron Ore (Hamersley Range) Agreement Act

1963

Contents

1.

2.

3.

3A.

3B.

3C.

3D.

3E.

3F.

3G.

3H.

3I.

3J.

4A.

4B.

4C.

4D.

4E.

4F.

4G.

4H.

4.



Short title

Terms used

Agreement approved and provisions to take effect

First Supplementary Agreement

Second Supplementary Agreement

Third Supplementary Agreement

Fourth Supplementary Agreement

Fifth Supplementary Agreement

Sixth Supplementary Agreement

Seventh Supplementary Agreement

Eighth Supplementary Agreement

Ninth Supplementary Agreement

Tenth Supplementary Agreement

Variation of Agreement to increase rates of royalty

Variation of Second Supplementary Agreement to

increase rates of royalty

Eleventh Supplementary Agreement

Twelfth Supplementary Agreement

State empowered

Thirteenth Supplementary Agreement

Fourteenth Supplementary Agreement

Fifteenth Supplementary Agreement

By-laws



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6

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8

8

9

9

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Iron Ore (Hamersley Range) Agreement Act 1963



Contents



First Schedule — Iron Ore

(Hamersley Range) Agreement

Second Schedule — First

Supplementary Agreement

Third Schedule — Second

Supplementary Agreement

Fourth Schedule — Third

Supplementary Agreement

Fifth Schedule — Fourth

Supplementary Agreement

Sixth Schedule — Fifth

Supplementary Agreement

Seventh Schedule — Sixth

Supplementary Agreement

Eighth Schedule — Seventh

Supplementary Agreement

Ninth Schedule — Eighth

Supplementary Agreement

Tenth Schedule — Ninth

Supplementary Agreement

Eleventh Schedule — Tenth

Supplementary Agreement

Twelfth Schedule — Eleventh

Supplementary Agreement

Thirteenth Schedule — Twelfth

Supplementary Agreement



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Iron Ore (Hamersley Range) Agreement Act 1963



Contents



Fourteenth Schedule — Thirteenth

Supplementary Agreement

Fifteenth Schedule — Fourteenth

Supplementary Agreement

Sixteenth Schedule — Fifteenth

Supplementary Agreement

Notes

Compilation table



352



Defined terms



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page iii



Western Australia



Iron Ore (Hamersley Range) Agreement

Act 1963

An Act to approve an agreement relating to iron ore deposits at or

near the Hamersley Range, and for incidental and other purposes.

1.



Short title

This Act may be cited as the Iron Ore (Hamersley Range)

Agreement Act 1963 1.



2.



Terms used

In this Act, unless the contrary intention appears —

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

the First Schedule, and, if that agreement is added to or varied

or any of its provisions are cancelled, in accordance with the

provisions thereof, includes the agreement as so altered from

time to time;

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

purposes of, the Agreement;

Eighth Supplementary Agreement means the agreement a copy

of which is set out in the Ninth Schedule;

Eleventh Supplementary Agreement means the agreement a

copy of which is set out in the Twelfth Schedule;

Fifteenth Supplementary Agreement means the agreement a

copy of which is set out in the Sixteenth Schedule;

Fifth Supplementary Agreement means the agreement of which

a copy is set out in the Sixth Schedule;



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Iron Ore (Hamersley Range) Agreement Act 1963



s. 3



First Supplementary Agreement means the agreement of which

a copy is set out in the Second Schedule;

Fourteenth Supplementary Agreement means the agreement a

copy of which is set out in the Fifteenth Schedule;

Fourth Supplementary Agreement means the agreement of

which a copy is set out in the Fifth Schedule;

Ninth Supplementary Agreement means the agreement a copy

of which is set out in the Tenth Schedule;

Second Supplementary Agreement means the agreement of

which a copy is set out in the Third Schedule;

Seventh Supplementary Agreement means the agreement of

which a copy is set out in the Eighth Schedule;

Sixth Supplementary Agreement means the agreement of which

a copy is set out in the Seventh Schedule;

Tenth Supplementary Agreement means the agreement a copy

of which is set out in the Eleventh Schedule;

Third Supplementary Agreement means the agreement of

which a copy is set out in the Fourth Schedule;

Thirteenth Supplementary Agreement means the agreement a

copy of which is set out in the Fourteenth Schedule;

Twelfth Supplementary Agreement means the agreement a

copy of which is set out in the Thirteenth Schedule.

[Section 2 amended: No. 98 of 1964 s. 2; No. 48 of 1968 s. 2;

No. 39 of 1972 s. 2; No. 93 of 1976 s. 2; No. 26 of 1979 s. 2;

No. 39 of 1982 s. 2; No. 27 of 1987 s. 4; No. 60 of 1987 s. 4;

No. 32 of 1990 s. 4; No. 42 of 1992 s. 4; No. 34 of 2010 s. 6;

No. 61 of 2010 s. 4; No. 61 of 2011 s. 4; No. 13 of 2017 s. 9.]

3.



Agreement approved and provisions to take effect

(1)



page 2



The Agreement is approved.



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Iron Ore (Hamersley Range) Agreement Act 1963



s. 3A



(2)



Notwithstanding any other Act or law, and without limiting the

effect of subsection (1), —

(a) the Company shall be permitted to enter upon the lands

mentioned in paragraph (c) of clause 2 of the

Agreement, to the extent, and for the purposes, by that

paragraph provided; and

(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 paragraph (a) of clause 2 of the Agreement.



3A.



First Supplementary Agreement

The First Supplementary Agreement is approved.

[Section 3A inserted: No. 98 of 1964 s. 3; amended: No. 48 of

1968 s.3.]



3B.



Second Supplementary Agreement



(1)



The Second Supplementary Agreement is approved.



(2)



The provisions of subsections (2), (3) and (4) of section 3 apply

to the Second Supplementary Agreement, but as though

subsection (2)(a) referred to the lands mentioned in

paragraph (b) of clause 2, and subsection (4) referred to the

rights of occupancy granted pursuant to subclause (1) of

clause 6 of the Second Supplementary Agreement.

[Section 3B inserted: No. 48 of 1968 s.4.]



3C.



Third Supplementary Agreement

The Third Supplementary Agreement is approved.

[Section 3C inserted: No. 39 of 1972 s. 3.]



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Iron Ore (Hamersley Range) Agreement Act 1963



s. 3D



3D.



Fourth Supplementary Agreement

The Fourth Supplementary Agreement is approved.

[Section 3D inserted: No. 93 of 1976 s. 3.]



3E.



Fifth Supplementary Agreement

The Fifth Supplementary Agreement is approved and ratified.

[Section 3E inserted: No. 26 of 1979 s. 3.]



3F.



Sixth Supplementary Agreement

The Sixth Supplementary Agreement is approved and ratified.

[Section 3F inserted: No. 39 of 1982 s. 3.]



3G.



Seventh Supplementary Agreement



(1)



The Seventh Supplementary Agreement is ratified and its

implementation is authorised.



(2)



Without limiting or otherwise affecting the application of the

Government Agreements Act 1979, the Seventh Supplementary

Agreement shall operate and take effect notwithstanding any

other Act or law.

[Section 3G inserted: No. 27 of 1987 s. 5.]



3H.



Eighth Supplementary Agreement



(1)



The Eighth Supplementary Agreement is ratified and its

implementation is authorised.



(2)



Without limiting or otherwise affecting the application of the

Government Agreements Act 1979, the Eighth Supplementary

Agreement shall operate and take effect notwithstanding any

other Act or law.

[Section 3H inserted: No. 60 of 1987 s. 5.]



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Iron Ore (Hamersley Range) Agreement Act 1963



s. 3I



3I.



Ninth Supplementary Agreement

(1)



The Ninth Supplementary Agreement is ratified and its

implementation is authorised.



(2)



Without limiting or otherwise affecting the application of the

Government Agreements Act 1979, the Ninth Supplementary

Agreement shall operate and take effect notwithstanding any

other Act or law.

[Section 3I inserted: No. 32 of 1990 s. 5.]



3J.



Tenth Supplementary Agreement

(1)



The Tenth Supplementary Agreement is ratified and its

implementation is authorised.



(2)



Without limiting or otherwise affecting the application of the

Government Agreements Act 1979, the Tenth Supplementary

Agreement shall operate and take effect notwithstanding any

other Act or law.

[Section 3J inserted: No. 42 of 1992 s. 5.]



4A.

(1)



Variation of Agreement to increase rates of royalty

In this section —

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

the First Schedule —

(a) as varied from time to time in accordance with its

provisions; and

(b) as varied by these agreements —

(i) the First Supplementary Agreement;

(ii) the Second Supplementary Agreement;

(iii) the Third Supplementary Agreement;

(iv) the Fourth Supplementary Agreement;

(v) the Fifth Supplementary Agreement;

(vi) the Sixth Supplementary Agreement;



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Iron Ore (Hamersley Range) Agreement Act 1963



s. 4B



(vii)

(viii)

(ix)

(x)

(2)



the Seventh Supplementary Agreement;

the Eighth Supplementary Agreement;

the Ninth Supplementary Agreement;

the Tenth Supplementary Agreement.



Clause 10(2)(j) of the Agreement is varied —

(a) in subparagraph (ii) by deleting “3.75%” and inserting —

5.625%



(b)



in subparagraph (iii) by deleting “3.25%” and

inserting —

5%



(3)



Clause 10(2)(j)(ii) and (iii) of the Agreement as varied by

subsection (2) 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.



(4)



Nothing in this section affects the amount of royalty payable

under clause 10 of the Agreement in respect of any period

before the commencement of the Iron Ore Agreements

Legislation Amendment Act 2010 Part 3 1.

[Section 4A inserted: No. 34 of 2010 s. 7.]



4B.

(1)



page 6



Variation of Second Supplementary Agreement to increase

rates of royalty

In this section —

Second Supplementary Agreement means the agreement a copy

of which is set out in the Third Schedule —

(a) as varied from time to time in accordance with its

provisions; and

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Iron Ore (Hamersley Range) Agreement Act 1963



s. 4C



(b)



(2)



as varied by these agreements —

(i) the Third Supplementary Agreement;

(ii) the Fourth Supplementary Agreement;

(iii) the Fifth Supplementary Agreement;

(iv) the Sixth Supplementary Agreement;

(v) the Seventh Supplementary Agreement;

(vi) the Eighth Supplementary Agreement;

(vii) the Ninth Supplementary Agreement;

(viii) the Tenth Supplementary Agreement.



Clause 7(4) of the Second Supplementary Agreement is varied

by deleting “(j),” and inserting —

(j) (as varied by the Iron Ore (Hamersley Range)

Agreement Act 1963 section 4A),



(3)



Clause 7(4) of the Second Supplementary Agreement as varied

by subsection (2) operates and takes effect despite —

(a) any other provision of the Agreement; and

(b) any other agreement or instrument; and

(c) any other Act or law.



(4)



Nothing in this section affects the amount of royalty payable

under clause 7(4) of the Second Supplementary Agreement in

respect of any period before the commencement of the Iron Ore

Agreements Legislation Amendment Act 2010 Part 3 1.

[Section 4B inserted: No. 34 of 2010 s. 7.]



4C.



Eleventh Supplementary Agreement



(1)



The Eleventh Supplementary Agreement is ratified and its

implementation is authorised.



(2)



Without limiting or otherwise affecting the application of the

Government Agreements Act 1979, the Eleventh Supplementary



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Iron Ore (Hamersley Range) Agreement Act 1963



s. 4D



Agreement is to operate and take effect despite any other Act

or law.

[Section 4C inserted: No. 61 of 2010 s. 5.]

4D.



Twelfth Supplementary Agreement



(1)



The Twelfth Supplementary Agreement is ratified and its

implementation is authorised.



(2)



Without limiting or otherwise affecting the application of the

Government Agreements Act 1979, the Twelfth Supplementary

Agreement is to operate and take effect despite any other Act

or law.

[Section 4D inserted: No. 61 of 2010 s. 5.]



4E.



State empowered



(1)



The State has power in accordance with clause 10N(9)(a) of the

Principal Agreement, as defined in the Eleventh Supplementary

Agreement, and as inserted by that Supplementary Agreement.



(2)



The State has power in accordance with clause 7E(9)(a) of the

Principal Agreement, as defined in the Twelfth Supplementary

Agreement, and as inserted by that Supplementary Agreement.

[Section 4E inserted: No. 61 of 2010 s. 5.]



4F.



Thirteenth Supplementary Agreement



(1)



The Thirteenth Supplementary Agreement is ratified and its

implementation is authorised.



(2)



Without limiting or otherwise affecting the application of the

Government Agreements Act 1979, the Thirteenth

Supplementary Agreement is to operate and take effect despite

any other Act or law.

[Section 4F inserted: No. 61 of 2011 s. 5.]



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Iron Ore (Hamersley Range) Agreement Act 1963



s. 4G



4G.



Fourteenth Supplementary Agreement



(1)



The Fourteenth Supplementary Agreement is ratified and its

implementation is authorised.



(2)



Without limiting or otherwise affecting the application of the

Government Agreements Act 1979, the Fourteenth

Supplementary Agreement is to operate and take effect despite

any other Act or law.

[Section 4G inserted: No. 61 of 2011 s. 5.]



4H.



Fifteenth Supplementary Agreement



(1)



The Fifteenth Supplementary Agreement is ratified and its

implementation is authorised.



(2)



Without limiting or otherwise affecting the application of the

Government Agreements Act 1979, the Fifteenth Supplementary

Agreement is to operate and take effect despite any other Act or

law.

[Section 4H inserted: No. 13 of 2017 s. 10.]



4.



By-laws

(1)



The Governor may make by-laws, for the purposes of, and in

accordance with, the Agreement and the Second Supplementary

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

(c) may prescribe penalties not exceeding $100; and

(d) are not subject to the provisions of section 36 of the

Interpretation Act 1918 3, but shall be laid before each

House of Parliament within 6 sittings days of such



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Iron Ore (Hamersley Range) Agreement Act 1963



s. 4



House next following the publication of the by-laws in

the Government Gazette.

[Section 4 amended: No. 98 of 1964 s. 4; No. 48 of 1968 s. 5.]



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Iron Ore (Hamersley Range) Agreement Act 1963

First Schedule

Iron Ore (Hamersley Range) Agreement



First Schedule — Iron Ore (Hamersley Range) Agreement

[s. 2]

[Heading inserted: No. 98 of 1964 s. 5; amended: No. 19 of 2010

s. 4.]

THIS AGREEMENT under seal made the thirtieth day of July One thousand

nine hundred and sixty-three BETWEEN THE HONOURABLE CRAWFORD

DAVID NALDER M.L.A. Acting Premier and Acting Treasurer 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 HAMERSLEY IRON PTY. LIMITED a company

incorporated under the Companies Act 1961 of the State of Victoria and having

its registered office and principal place of business in that State at 95 Collins

Street Melbourne and its registered office in the State of Western Australia at

37 Saint George’s Terrace Perth (hereinafter called “the Company” which

expression will include the successors and assigns of the Company including

where the context so admits the assignees and appointees of the company under

clause 20 hereof) of the other part.

WHEREAS:

(a) The Company (being satisfied from investigations which prior to the

year 1963 cost over three hundred thousand pounds (£300,000) that the mining

areas defined in clause 1 hereof contain iron ore of tonnages and grades

sufficient to warrant economic recovery and marketing) desires to carry out

certain investigations relating to the mining transport by rail and shipment of

iron ore from the mining areas and also to the entering into a contract or

contracts for the export sale of that ore

(b) The Company having commenced already to investigate the feasibility

of establishing within the State of Western Australia a plant for secondary

processing agrees to review this matter from time to time with a view to its

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

as hereinafter provided

(c) The Company agrees to investigate in due course the feasibility of

establishing within the State of Western Australia an integrated iron and steel

industry and to review this matter from time to time with a view to its being in

a position to submit to the State proposals for such establishment as hereinafter

provided



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Iron Ore (Hamersley Range) Agreement Act 1963

First Schedule

Iron Ore (Hamersley Range) Agreement



(d) Conzinc Riotinto of Australia Limited a company incorporated under the

Companies Act 1958 of the State of Victoria and having its registered office and

principal place of business in that State at 95 Collins Street Melbourne

(hereinafter called “the Guarantor Company”) has agreed to guarantee that the

Company (which is a subsidiary of the Guarantor Company) will complete the

expenditure of the sum of five hundred thousand pounds (£500,000) as provided

in clause 4(1) hereof.

NOW THIS AGREEMENT WITNESSETH: —

Interpretation 4.

1.

In this Agreement subject to the context —

“associated company” means —

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

Minister which is incorporated in the United Kingdom

the United States of America or the Commonwealth of

Australia and which is —

(i)



(ii)



(iii)



(iv)



(b)



page 12



a subsidiary of the Company within the

meaning of the term “subsidiary” in section 6

of the Companies Act 1961;

promoted by the Company for all or any of the

purposes of this Agreement and in which the

Company holds not less than one million

pounds (£1,000,000) of the issued ordinary

share capital;

a company in which the Company holds not

less than twenty per cent (20%) of the issued

ordinary share capital; or

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



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;



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Iron Ore (Hamersley Range) Agreement Act 1963

First Schedule

Iron Ore (Hamersley Range) Agreement



“commencement date” means the date referred to as the

commencement date in clause 8(3) hereof;

“Commonwealth” means the Commonwealth of Australia and

includes the Government for the time being thereof;

“Company’s wharf” means the wharf to be constructed by the

Company pursuant to this Agreement for the shipment of

iron ore from the mineral lease or (except for the purposes

of the definition of “harbour”) other the 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;

“deposits townsite” means the townsite to be established on or near

the mining areas pursuant to this Agreement;

“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;

“export date” means the earlier of the following dates namely —

(a) the date three (3) years after the commencement date;

(b)



the date when the Company first exports iron ore

hereunder (other than iron ore shipped solely for

testing purposes);



“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 and payable by the

purchaser thereof to the Company or an associated company

less all export duties and export taxes payable to the

Commonwealth on the export of the iron ore and all costs

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Iron Ore (Hamersley Range) Agreement Act 1963

First Schedule

Iron Ore (Hamersley Range) Agreement



and charges properly incurred and payable by the Company

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 —

(1)

(2)



ocean freight;

marine insurance;



(3)



port and handling charges at the port of discharge;



(4)



all costs properly incurred in delivering the ore from

port of discharge to the smelter and evidenced by

relevant invoices;

all weighing sampling assaying inspection and

representation costs;



(5)

(6)



all shipping agency charges after loading on and

departure of ship from the Company’s wharf; and



(7)



all import taxes by the country of the port of

discharge;



“harbour” means the port or harbour serving the Company’s wharf;

“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 contracts” means the contract or contracts referred to in

clause 5(1) hereof;

“Land Act” means the Land Act 1933;

“mineral lease” means the mineral lease referred to in clause 9(1)

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 purposes 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



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Iron Ore (Hamersley Range) Agreement Act 1963

First Schedule

Iron Ore (Hamersley Range) Agreement



designated in a notice from the State to the Company and

includes the successors in office of the Minister;

“month” means calendar month;

“notice” means notice in writing;

“person” or “persons” includes bodies corporate;

“port townsite” means the townsite to be established pursuant to this

Agreement near the harbour;

“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;

“special lease” means a special lease or license 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;

“ton” means a ton of two thousand two hundred and

forty (2,240) lbs. net dry weight;

“townsite” in relation to the townsite to be established near the

harbour means a townsite (whether or not constituted and

defined under section 10 of the Land Act) primarily to

facilitate the Company’s operations in and near the harbour

and for employees of the Company and in relation to the

mining areas means such a townsite or townsites or any other

townsite or townsites which is or are established by the

Company for the purposes of its operations and employees on

or near the mining areas in lieu of a townsite constituted and

defined under section 10 of the Land Act;

“wharf” includes any jetty structure;

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

followed immediately by any other numeral has a

corresponding meaning;



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Iron Ore (Hamersley Range) Agreement Act 1963

First Schedule

Iron Ore (Hamersley Range) Agreement



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;

power given under any clause of this Agreement other than

clause 24 hereof to extend any period or date shall be

without prejudice to the power of the Minister under the

said clause 24;

marginal notes shall not affect the interpretation or construction

hereof 4;

the phases in which it is contemplated that this Agreement will

operate are as follows —

(a)

(b)



(c)



(d)



Phase 1 — the period from the execution hereof by

the parties hereto until the commencement date;

Phase 2 — the period from the commencement date

until a plant for secondary processing or an integrated

iron and steel industry is established by the Company

hereunder or by another company or party as referred

to in clause 12 or clause 13 hereof whichever first

occurs;

Phase 3 — (operative if the Company commences

secondary processing before establishing an integrated

iron and steel industry hereunder) — the period from

the commencement of secondary processing by the

Company hereunder until the Company has

established an integrated iron and steel industry

hereunder which period shall include a continuation of

Phase 2 operations; and

Phase 4 — the period after the Company has

established an integrated iron and steel industry

hereunder which period shall include a continuation of

Phase 2 operations.



Obligations of the State during Phase 1 4.

2.



The State shall —

(a)



page 16



upon application by the Company within one (1) month after

the execution hereof by the parties hereto (and surrender of

the then existing rights of occupancy already granted in

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Iron Ore (Hamersley Range) Agreement Act 1963

First Schedule

Iron Ore (Hamersley Range) Agreement



respect of any portions of the mining areas) 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 the rate of four pounds (£4) per square mile per

annum payable quarterly in advance for the period expiring

on the 31st December, 1963 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 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

notwithstanding its currency shall expire —

(i)



on the date of application for a mineral lease by the

Company under clause 9(1) hereof;



(ii)



at the expiration of one month from the

commencement date;



(iii)



on the determination of this Agreement; or



(iv)



on the day of the receipt by the State of a notice from

the Company to the effect that the Company abandons

and cancels this Agreement,

whichever shall first happen;

(b)

(c)



(d)



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introduce and sponsor a Bill in the Parliament of Western

Australia to ratify this Agreement;

to the extent reasonably necessary for the purposes of

clauses 4 and 5 hereof allow the Company to enter upon

Crown lands (including land the subject of a pastoral lease

and survey possible sites for a harbour wharf railway

townsite (both in or near the harbour and on or near the

mining areas) stockpiling processing and other areas

required for the purposes of this Agreement; and

at the request and cost of the Company co-operate with

the Company in the discharge of its obligations under

clause 4(1)(a) hereof.



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Ratification and operation 4.

3.

(1) Clauses 9 10 11 (other than paragraphs (d) and (l) thereof)

12-22 both inclusive and 24 of this Agreement shall not operate unless and until

the Bill to ratify this Agreement as referred to in clause 2(b) hereof is passed as

an Act before the fifteenth day of November, 1963 or such later date if any as

the parties hereto may mutually agree upon. If the Bill is not so passed before

that date or later date (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 except as hereinafter

provided in clause 11(d) hereof.

(2) If the Bill to ratify this Agreement is passed as an Act before the

date or later date if any referred to in subclause (1) of this clause the following

provisions of this clause shall notwithstanding the provisions of any Act or law

thereupon operate and take effect namely —

(a) the provisions of subclauses (1) (2) (3) and (4) of clause 9

the proviso to paragraph (a) of subclause (2) of clause 10

subclause (3) of clause 10 paragraphs (a) (f) (g) (h) (i) (k)

and (m) of clause 11 and clauses 21 23 24 and 27 shall take

effect as though the same had been brought into force and

had been enacted by the Ratifying Act;



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(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 them 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 purposes of this Agreement and may lease

or otherwise dispose of the same to the Company.



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Obligations of Company during Phase 1 4.

4.

(1) The Company at an estimated total cost as from the 1st January,

1963 of not less than five hundred thousand pounds (£500,000) shall with all

reasonable diligence continue to do or shall carry out and by the 31st December,

1964 (or such extended date if any as the Minister may approve) shall complete

the matters hereinafter in this subclause mentioned and everything necessary to

enable it to finalise and to submit to the Minister the detailed proposals and

other matters referred to in clause 5(1)(a) hereof. The matters first referred to in

this subclause are —

(a)



a thorough geological and (as necessary) geophysical

investigation and proving of the iron ore deposits in the

mining areas and the testing and sampling of such deposits;



(b)



a general reconnaissance of the various sites of proposed

operations pursuant to the Agreement;



(c)



a selection of the most suitable route for a railway from the

mining areas to a suitable harbour and wharf installation for

the export of the iron ore;

an engineering investigation of a suitable harbour site (from

possible sites at Cape Lambert Dampier Archipelago and

Maud Landing) and wharf site therein for the purposes of the

Company but having regard to the proper development use

and capacity of the harbour as a whole by persons and

corporations other than the Company;

an investigation of suitable water supplies for the townsites

and harbour or port services;

the planning of suitable townsite in consultation with the

State but having due regard to the general development of

the port townsite and (if and to the extent applicable) the

deposits townsite for use by others as well as the Company;

and



(d)



(e)

(f)



(g) metallurgical and market research.

(2) The Company shall keep the State fully informed at least quarterly

commencing within one (1) quarter after the execution hereof as to the progress

and results of the Company’s operations under subclause (1) of this clause.

(3) If the State concurrently carries out its own investigations and

reconnaissances in regard to all or any of the matters mentioned in subclause (1)

of this clause or any alternative harbour site the Company shall co-operate with



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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 subclause.

(4) The Company will employ and retain expert consultant engineers

to investigate report upon and make recommendations in regard to the sites for

and design of the Company’s wharf (including areas for installations stockpiling

and other purposes in the harbour area) reasonably required by the Company

under this Agreement but in such regard the Company will require the

consultant engineers to have full regard for the general development of the

harbour area and the dredging thereof and of approaches thereto with a view to

the reasonable use by others of the harbour area and approaches 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

clause 5(1)(a) hereof in regard to the matters mentioned in this subclause the

Company will so far as reasonably practicable ensure that the detailed

proposals —

(a)



do not materially depart from the report and

recommendations of the consultant engineers;



(b)



provide for the best overall development of the harbour area;

and

disclose any conditions of user and where alternative

proposals are submitted the Company’s preferences in regard

thereto.



(c)



Company to submit proposals 4.

5.

(1) By the 31st day of December, 1964 (or such extended date if any as

the Minister may approve) the Company will submit to the Minister —

(a) to the fullest extent reasonably practicable its detailed

proposals (including plans where practicable and

specifications where reasonably required by the Minister)

with respect so far as relevant —

(A) to the mining from the mining areas (or so much

thereof as shall be comprised within the mineral lease)

by the Company during the three (3) years next

following the commencement of such mining with a

view to the transport and shipment of the iron ore

mined and its outline proposals with respect to such

mining during the next following seven (7) years; and



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(B)



to the transport and shipment of iron ore to be mined

by the Company hereunder during the operation of

Phase 2 of this Agreement —

and including the location area lay-out 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 —

(i)



the harbour and harbour development including

dredging the 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

harbour installations facilities and services all of

which shall permit of adaptation so as to enable the

use of the harbour and wharf by vessels having an

ore-carrying capacity of not less than one hundred

thousand (100,000) tons;



(ii)



the railway between the mining areas and the

Company’s wharf and works ancillary to or connected

with the railway and its proposed operation including

fencing (if any) and crossing places;

townsites on the mining areas and near the harbour

and development services and facilities in relation

thereto



(iii)



(iv)

(v)



housing;

water supply;



(vi)



roads (including details of roads in respect of which it

is not intended that the provisions of clause 10(2)(b)

shall operate); and



(vii) any other works services or facilities proposed or

desired by the Company;

and

(b)



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(subject to the provisions of subclause (3) of this clause)

satisfactory evidence firstly of the making or likelihood of

making suitable iron ore contracts for the sale by the

Company hereunder and shipment from the Company’s



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wharf of not less than fifteen million (15,000,000) tons of

iron ore from the mineral lease at not less than two million

(2,000,000) tons in the first two (2) years next following the

export date and in each succeeding year after the expiration

of the said two (2) years at not less than one million

(1,000,000) tons secondly of the availability of finance

necessary for the fulfilment of the Company’s proposals

hereunder relating to the iron ore export project the subject

of Phase 2 of this Agreement and thirdly of any necessary

license to the Company from the Commonwealth to export

hereunder iron ore the subject of the iron ore contracts in the

quantities at the rate or rates and in the years stated in the

contracts.

(2) 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 subparagraphs numbered (i) to (vii) inclusive of paragraph (a) of

subclause (1) of this clause as and when the detailed proposals become finalised

by the Company PROVIDED THAT where any such matter is the subject of

a subparagraph which refers to more than one subject matter the detailed

proposals will relate to and cover each of the matters mentioned in the

subparagraph PROVIDED FURTHER that the first detailed proposals

submitted to the Minister relate to and cover the matters mentioned in

subparagraph (i) of the said paragraph (a) of the said subclause (1) and that

the last two detailed proposals submitted to the Minister relate to and cover

the iron ore contracts and the finance necessary for the iron ore export project.

(3) If the Company should desire an extension for a period not

exceeding six (6) months of the date namely the 31st day of December, 1964

(or such later date if any previously approved by the Minister) within which to

negotiate satisfactory iron ore contracts or to arrange the necessary finance

aforesaid and if the Company demonstrates to the Minister that the Company

has substantially complied with its obligations under clause 4 hereof and its

other obligations under clause 5(1) hereof and reasonably requires an additional

period for the purposes of such contracts or finance the Minister will grant such

extension for such additional period not exceeding six (6) months as is

warranted in the circumstances.

Consideration of Company’s proposals under clause 5(1)(a)(i) 4.

6.

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

Company in regard to the matters mentioned in clause 5(1)(a)(i) hereof pursuant



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to the provisions of the said clause 5 the Minister will give notice to the Company

either —

(a)



that he approves the proposals in which event the parties

hereto shall be bound thereby subject however to the

provisions of clause 8(2) hereof; or



(b)



that he does not approve the proposals in which event he will

in the notice state his reasons for not approving the same;

and also either —

(i)



that he will invoke the provisions of subclause (4) of

this clause; or

(ii) that he desires such alterations to the Company’s

proposals as shall be set out in the notice —

but subject to the site for the harbour as set out in the proposals being one of the

sites mentioned in clause 4(1)(d) hereof such site shall not be altered except

under subclause (4) of this clause or by mutual agreement.

(2) If the Minister states in his notice that he will invoke the provisions

of subclause (4) of this clause the Minister will within three (3) months next

following the giving of that notice give to the Company the notice referred to in

the said subclause (4) (which latter notice is hereinafter in this clause called “the

Demonstration Notice”).

(3) If the Minister states in his notice under subsection (1) of this

clause that he desires alterations as referred to in subclause (1)(b)(ii) of this

clause the parties will consult with a view to reaching agreement in regard to the

alterations desired and if agreement is so reached the Company’s proposals as

altered by such mutual agreement will be deemed approved and will be binding

on the parties hereto subject to the provisions of clause 8 hereof. If however

agreement is not so reached within two (2) months from the giving of the notice

referred to in subclause (1) of this clause the State will within one (1) month

thereafter employ and retain other expert consultant engineers to make

recommendations in regard to the Company’s detailed proposals as mentioned

in the said clause 5(1)(a)(i) except the site for the harbour. Such latter

consultants shall be appointed from a panel of consulting engineers already

agreed upon by the parties and listed in a writing initialled by or on behalf of the

parties hereto for the purposes of identification. On receipt of the report and

recommendations of the consultants so employed by the State the Minister will

furnish to the Company copies thereof and in the event of the recommendations

providing for alternative sites for the Company’s wharf and related purposes the

Minister shall give to the Company the option to select whichever of the

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alternative sites should be so recommended subject to any conditions

recommended by the consultants and approved by the Minister. The Company

shall as soon as reasonably practicable (and in any event within a period of

two (2) months) make such election and advise the State in writing accordingly

whereupon the site so selected subject to such conditions (if any) shall be

deemed approved and the parties hereto shall be bound thereby for the purposes

of this Agreement subject however to the provisions of clause 8 hereof. In the

event of no alternative sites being so recommended the Company’s original

detailed proposals in regard to the matters mentioned in clause 5(1)(a)(i) hereof

with any alterations thereto which may have been or be mutually agreed shall

be deemed approved by the Minister and (subject to clause 8 hereof) the parties

hereto shall be bound thereby for the purposes hereof.

(4) Notwithstanding that under earlier provisions of this Agreement

the Company’s proposals for a site for a harbour for the Company’s wharf are

restricted to a site at Cape Lambert Dampier Archipelago or Maud Landing and

provided that the Company shall have submitted to the Minister its detailed

proposals in regard to the matters mentioned in clause 5(1)(a)(i) hereof and that

the Minister shall not have approved of those proposals and has given notice

under clause 6(1)(b)(i) hereof then if at any time within three (3) months after

receipt of that notice the Minister in the Demonstration Notice demonstrates

that —

(a)



a harbour at another site;



(b)



sites therein for the Company’s wharf and for harbour

installations and facilities; and



(c)



a railway thereto from the mining areas along a route

indicated in the notice —

would be both suitable for the Company’s purposes under this Agreement and

more economical to the Company on the whole having regard to both the

Company’s long-term interests hereunder and the relative costs both of

construction and of subsequent operation over a period of twenty-one (21) years

next following the export date then (unless a dispute under this subclause is

referred to arbitration and determined in favour of the Company) the sites and

railway route the subject of the Minister’s notice will be deemed substituted for

the relevant sites and railway route which otherwise may be or have been the

subject of the Company’s proposals hereunder and shall subject to such

alterations thereto as may have been mutually agreed be deemed to have been

approved by the State. Within two (2) months after receipt of the

Demonstration Notice the Company may elect by notice to the State to refer to

arbitration and will then within two (2) months thereafter refer to arbitration any

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dispute concerning matters the subject of the notice. If by the award on

arbitration the dispute is decided in favour of the State then the State’s detailed

proposals as set out in the Demonstration Notice with regard to the matters

mentioned in clause 5(1)(a)(i) hereof shall be substituted for the Company’s

proposals in relation thereto and shall subject to such alterations thereto as may

be mutually agreed be deemed to have been approved by the State. If by the

award on arbitration the dispute is decided in favour of the Company then the

Minister will be deemed to have approved the Company’s proposed site for a

harbour but the State will (unless it meanwhile approves all the matters

mentioned in clause 5(1)(a)(i) hereof which have not previously been approved)

within one (1) month after the delivery of the award on arbitration employ and

retain other expert consultants (appointed from a panel as mentioned in

subclause (3) hereof) to make recommendations in regard to the Company’s

detailed proposals as mentioned in the said clause 5(1)(a)(i) except for the site

for a harbour and the same procedure shall be followed with regard to such

consultants and their report and recommendations as is set out in subclause (3)

hereof.

(5) (a) In the event of the Minister retaining consultants under

subclause (3) or subclause (4) of this clause a period equal to the period from

the date of such retention until the day on which the Minister furnishes to the

Company copies of the report and recommendation of the said consultants

(plus in the case of the Minister retaining consultants under subclause (4) of

this clause one month) shall be added to the period within which the Company

would otherwise be required to submit evidence under clause 5(1)(b) hereof.

(b) In the event of the Minister invoking the provisions of

subclause (4) of this clause and the Company referring a dispute thereunder

to arbitration then the period from the day of the receipt by the Company of

the Demonstration Notice until the day of the delivery of the award under the

arbitration with respect thereto shall be added to the period within which the

Company would otherwise be required to submit evidence under clause 5(1)(b)

hereof.

Consideration of other proposals under Clause 5(1) 4.

7.

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

Company in regard to any of the matters mentioned in clause 5(1)(a) hereof

other than those mentioned in clause 5(1)(a)(i) hereof the Minister shall give

to the Company notice either of his approval of the proposals 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. The Minister may

make such reasonable alterations to or impose such reasonable conditions on the

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proposals or new proposals (as the case may be) as he shall think fit having

regard to the circumstances including the overall development and use by others

as well as the Company but the Minister shall in any notice to the Company

disclose his reasons for any such alteration or condition. 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

hereinafter provided any dispute as to the reasonableness of any such alteration

or condition. 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

clause 11(d) 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.

(2) Within two (2) months after receipt of evidence from the Company

with regard to the matters mentioned in clause 5(1)(b) hereof to the reasonable

satisfaction of the Minister the State will give to the Company notice either that

it is satisfied with such evidence (in which case the proposals in relation to

those matters will be deemed approved) or not in which case the State shall

afford the Company an opportunity to consult with and to submit further

evidence to the Minister. If within thirty (30) days of receipt of such notice

further evidence has not been submitted to the Minister’s reasonable satisfaction

and his approval obtained thereto the Company may within a further period of

thirty (30) days elect by notice to the State to refer to arbitration as hereinafter

provided and will within two (2) months thereafter refer to arbitration 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 cease and determine (save

as provided in clause 11(d) 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 has approved the matter or matters the subject of the

arbitration.

Extension of time 4.

8.

(1) 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

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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.

(2) Notwithstanding that under clause 6 or clause 7 hereof any detailed

proposals of the Company are approved by the State or the Minister or

determined by consultant engineers or by arbitration award unless each and

every such proposal and matter is so approved or determined by the 28th day of

February, 1965 or by such extended date if any as the Company shall be entitled

to or shall be granted pursuant to the provisions hereof then on the latest of the

dates aforesaid this Agreement shall cease and determine subject however to the

provisions of clause 11(d) hereof.

Commencement date 4.

(3) Subject to the approval by the Minister or determination by

arbitration or by consulting engineers as herein provided of each and every of

the detailed proposals and matters referred to in clause 5(1) hereof (except if

and as modified by the application of clause 6(4) hereof) the date upon which

the last of those proposals of the Company shall have been so approved or

determined shall be the commencement date for the purposes of this Agreement.

(4) If under any arbitration under clause 7 hereof the dispute is decided

against Company and subsequently but before the commencement date this

Agreement ceases and determines 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.

Phase 2 Obligations of State 4.

9.

(1) As soon as conveniently may be after the commencement date the

State shall —

Mineral Lease 4.

(a) after application is made by the Company 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

parallelogram or parallelograms) of the mining areas in

conformity with the Company’s detailed proposals under

clause 5(1)(a)(A) hereof as finally approved or determined

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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 thereof for iron ore in the form

of the 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

commencing from the commencement date 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;

Under Company’s proposals 4.

(b)



in accordance with the Company’s proposals as finally

approved or determined under clause 6 or clause 7 hereof

and as require the State to accept obligations —

Lands 4.

(i)



grant to the Company in fee simple or for such terms

or periods and on such terms and conditions

(including renewal rights) as subject to the proposals

(as finally approved or determined as aforesaid) shall

be reasonable having regard to the requirements of the

Company hereunder and to the overall development of

the harbour and access to and use by others of lands

the subject of any grant to the Company and of

services and facilities provided by the Company —

for nominal consideration — townsite lots;

at peppercorn rental — special leases of Crown

lands within the harbour area the townsites and the

railway; and

at rentals as prescribed by law or are otherwise

reasonable — leases rights mining tenements



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easements reserves and licenses 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

subclause (2) 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 the railway wharf roads

airstrip water supplies and stone and soil for

construction purposes; and

Services and Facilities 4.

(ii)



provide any services or facilities subject to the

Company’s bearing and paying the capital cost

involved and reasonable charges for operation and

maintenance except where and to the extent that the

State otherwise agrees —



subject to such terms and conditions as may be finally

approved or determined as aforesaid PROVIDED THAT

from and after the fifteenth anniversary of the export date

or the twentieth anniversary of the date hereof whichever

shall first occur 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 subject to its being payable by the

Company to the State may from time to time at the option

of the Company be payable in respect of such one or more

of the special leases or leases granted to the Company under

this paragraph and remaining current) equal to two shillings

and sixpence (2s. 6d.) per ton on all iron ore or (as the case

may be) all iron ore concentrates in respect of which royalty

is payable under clause 10(2)(j) hereof in any financial year

such additional rental to be paid within three (3) months

after shipment sale use or production as the case may be of

the iron ore or iron ore concentrates SO NEVERTHELESS

that where in respect of any such year the additional rental

so payable is less than a minimum sum of one hundred and

fifty thousand pounds (£150,000) the Company will within

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

as further rental the difference between one hundred and

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fifty thousand pounds (£150,000) 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 two shillings and sixpence

(2s. 6d.) per ton as aforesaid shall be offset by the Company

against any amount payable by it 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; and

Other rights 4.

(c)



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 licenses

reserves and tenements under the Mining Act or under the

provisions of the Land Act modified as in subclause (2) of

this clause provided as the Company may reasonably require

and request for its purposes under this Agreement on or near

the mineral lease;



(2) For the purposes of subparagraph (i) of paragraph (b) and

paragraph (c) of subclause (1) of this clause the Land Act shall be deemed to be

modified by —

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

following subsection:

(2)

Upon the Governor signifying approval

pursuant to subsection (1) of this section in respect of any

such land the same may subject to this section be sold or

leased;



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(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 sale or 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 offer for sale or grant leases or

licenses for terms or periods and on such terms and



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conditions (including 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 in the

forms referred to in the Act.

(3) The provisions of subclause (2) of this clause shall not operate so

as to prejudice the rights of the State to determine any lease license or other

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

(4)



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 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 1936)

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 2017



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 license 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 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



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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 authorize 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 32



shall as and when required by the Company (but without

prejudice to the foregoing provisions of this Agreement

relating to the detailed proposals and matters referred to in

clause 5(1) hereof) consent in writing where and to the

extent that the Minister considers to be reasonably justified

to the Company’s making improvements for the purposes of

this Agreement on the land comprised in any lease granted

by the State to the Company pursuant to this Agreement

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PROVIDED THAT the Company shall also obtain any other

consents legally required in relation to such improvements.

(5) 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 11(e) hereof such improvements will remain or become the absolute

property of the State.

Phase 2 Obligations of the Company 4.

To construct 4.

10. (1) The Company shall within three (3) years next following the

commencement date and at a cost of not less than thirty million pounds

(£30,000,000) construct install provide and do all things necessary to enable it

to mine from the mineral lease 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 of iron ore and without lessening the

generality of this provision the Company shall within the aforesaid period of

three years —

On mining areas 4.

(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

power house workshop and other things of a design and

capacity adequate to enable the Company to meet and

discharge its obligations hereunder and under the iron ore

contracts and to mine handle load and deal with not less

than three thousand (3,000) tons of iron ore per item such

capacity to be built up progressively to not less than

ten thousand (10,000) tons of iron ore per diem within

three (3) years next following the export date;



To commence exports 4.

(b)



actually commence to mine transport by rail and ship from

the Company’s wharf iron ore from the mineral lease so that

the average annual rate during the first two years shall not be

less than one million (1,000,000) tons;



To construct railway 4.

(c) subject to the State having assured to the Company all

necessary rights in or over Crown lands available for the

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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 clause 6 or clause 7

hereof (but subject to the provisions of the Public Works

Act 1902 to the extent that they are applicable) a

four feet eight and one-half inches (4′ 8½″) gauge railway

(with all necessary signalling switch and other gear and all

proper or usual works) from the mining areas to the

Company’s wharf and will provide for crossing places and

the running of 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 to the Company’s wharf or as required

for the purposes of this Agreement;

To make roads 4.

(d)



subject to the State having assured to the Company all

necessary rights in or over Crown lands or reserves available

for the purpose construct by the said date such new roads as

the Company reasonably requires for its purposes hereunder

of such widths with such materials gates crossings and

passovers for cattle and for sheep and along such routes as

the parties hereto shall mutually agree after discussion with

the respective shire councils through whose districts any

such roads may pass and subject to prior agreement with the

appropriate controlling authority (being a shire council or the

Commissioner of Main Roads) as to terms and conditions the

Company may at its own expense and risk except as

otherwise so agreed upgrade or realign any existing road;

To construct wharf 4.

(e)



construct the Company’s wharf in accordance with plans and

specifications for the construction thereof previously

approved or determined under clause 6 hereof on the site

previously approved or determined for the purpose; and

To carry out proposals 4.

(f)



page 34



in accordance with the Company’s proposals as finally

approved or determined under clause 6 or clause 7 hereof

and as require the Company to accept obligations —



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(i)



(ii)



(2)

shall —



dredge the berth at the Company’s wharf and the

channel and approaches thereto and any necessary

swinging basin;

lay out and develop the townsites and provide

adequate and suitable housing recreational and other

facilities and services;



(iii)



construct and provide roads housing school water and

power supplies and other amenities and services; and



(iv)



construct and provide other works (if any) including

an airstrip.



Throughout the continuance of this Agreement the Company

Operation of railway 4.

(a)



operate its railway 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 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 subclause (3) 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 said railway the Company shall

not be deemed to be a common carrier at common law or

otherwise;

Use of roads by others 4.

(b)



except to the extent that the Company’s proposals as finally

approved or determined under clause 6 or clause 7 hereof

otherwise provide allow the public to use free of charge any

roads constructed or upgraded under this clause PROVIDED

THAT such use shall not unduly prejudice or interfere with

the Company’s operations hereunder;

Compliance with laws 4.



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(c)



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.

(d)



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 the

railway wharf roads (other than the public roads referred to

in clause 11(b) hereof) dredging and water and power

supplies for the time being the subject of this Agreement;



Shipment of and price for ore 4.

(e) ship from the Company’s wharf all iron 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 PROVIDED THAT

this paragraph shall not apply to iron ore used for secondary

processing or for the manufacture of iron or steel in any part

of the said State lying north of the twenty-sixth parallel of

latitude;

Use of wharf and facilities 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 subclause (3) 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 State and third parties to use the Company’s wharf

and harbour installations wharf machinery and equipment

and wharf and harbour services and facilities PROVIDED

THAT such use shall not unduly prejudice or interfere with

the Company’s operations hereunder;

Access through mining areas 4.

(g)



page 36



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



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such access over shall not unduly prejudice or interfere with

the Company’s operations hereunder:

Protection for inhabitants 4.

(h)



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 subclause (3) 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 port townsite

being employees licensees or agents of the Company or

persons engaged in providing a legitimate and normal

service to or for the Company or those employee licensees 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.



(i)



so far as reasonably and economically practicable use labour

materials plant equipment and supplies available within the

said state where it is not prejudicial to the interests of the

Company so to do;



Royalties 4.

(j)



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

shipped or sold (other than ore shipped solely for testing

purposes) or (in the circumstances mentioned in

subparagraph (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

subparagraph (iv) of this paragraph as follows —

(i)



As at 06 Dec 2017



on direct shipping ore (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 six shillings (6/-d) per ton (subject

to subparagraph (vi) of this paragraph) in

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respect of ore the subject of any shipment or

sale;

(ii)



on fine ore (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

three shillings (3/-d) per ton (subject to

subparagraph (vii) of this paragraph) in respect

of ore the subject of any shipment or sale;



(iii)



on fines (not being locally used ore) at the rate

of one shilling and sixpence (1s. 6d.) per ton;



(iv)



on iron ore concentrates produced from locally

used ore by secondary processing and on locally

used ore (not being iron ore used for producing

iron ore concentrates subject to royalty

hereunder) at the rate of one shilling

and sixpence (1s. 6d.) per ton;

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;

if the amount ascertained by multiplying the

total tonnage of direct shipping ore shipped

or sold (and liable to royalty under

subparagraph (i) of this paragraph) in any

financial year by six shillings (6/-d) 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 direct shipping ore

shipped or sold in that year and at the expiration

of that year any necessary adjustments shall be

made accordingly;



(v)



(vi)



(vii) if the amount ascertained by multiplying the

total tonnage of fine ore shipped or sold

(and liable to royalty under subparagraph (ii)

of this paragraph) in any financial year by

three shillings (3/-d) is less than the total

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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 in

that year and at the expiration of that year any

necessary adjustments shall be made

accordingly; and

(viii) the royalty at the rate of one shilling and

sixpence (1/6d) per ton referred to in

subparagraphs (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

proportionately to the variation of the average

of the prices payable for foundry pig iron f.o.b.

Adelaide during the last full calendar year

preceding the date at which the adjustment is to

be made as compared with the average of those

prices during the calendar year 1963.

For the purposes 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 (o) of this clause for

secondary processing or in an integrated iron and steel

industry 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;

Payments of royalties 4.

(k)



As at 06 Dec 2017



within fourteen days after the quarter days the last

days of March June September and December in each

year commencing with the quarter day next following

the first commercial shipment of iron ore from the

Company’s wharf furnish to the Minister a return

showing the quantity of all iron ore or iron ore

concentrates the subject of royalty hereunder and

shipped sold used or produced (as the case may be)

during the quarter immediately preceding the due date

of the return and shall not later than two (2) months

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after such due date pay to the Minister the royalty

payable in respect of iron ore concentrates produced

or iron ore used and in respect of all iron ore shipped

or sold pay to the Minister on account of the royalty

payable hereunder a sum calculated on the basis 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 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.

(l)



page 40



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

annually in advance a sum equal to three shillings

and sixpence (3/6d) per acre of the area for the time

being the subject of the mineral lease commencing

on and accruing from the commencement date

PROVIDED THAT after the Company commences

production in commercial quantities within the said

State from a plant for secondary processing or for iron

and steel manufacture or steel manufacture (whichever

is first constructed) 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

two shillings (2/-d) 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

two shillings and sixpence (2/6d) per acre; and



(iii)



is over one hundred and fifty (150) square miles

but not more than two hundred (200) square

miles the annual rent shall be

three shillings (3/-d) per acre;

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Other rentals 4.

(m) pay to the State the rental referred to in the proviso to

clause 9(1)(b) hereof if and when such rental shall

become payable;

Inspection 4.

(n)



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 or sale of iron

ore hereunder and to take copies or extracts therefrom

and for the purpose of determining the f.o.b. revenue

payable in respect of any shipment of iron 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 iron ore which may affect the amount of

royalty payable hereunder; and

Export to places outside the Commonwealth 4.

(o)



As at 06 Dec 2017



ensure that without the prior written approval of the

Minister all iron ore shipped pursuant to this

Agreement will be off-loaded at a place outside the

Commonwealth and if it fails so to ensure the

Company will subject to the provisions of this

paragraph be in default hereunder. Where any such

shipment is off-loaded within 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

iron ore the subject of the shipment such further and

additional rental calculated at a rate not exceeding

ten shillings (10/-d) per ton of the iron 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

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any other company in which the Company has a

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 the subject of secondary processing or

iron and steel or steel manufacture by the

Company or an associated company within the

said State;

(ii) to ore processed by the Company or an

associated company within the Commonwealth

but outside the said State to the extent that the

tonnage of ore so processed does not in any

year exceed fifty per centum (50%) of the total

quantity of iron ore the subject of secondary

processing and/or iron and steel manufacture or

steel manufacture by the Company or an

associated company within the said State; or

(iii) to ore processed 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 the subject of secondary processing

and/or iron and steel manufacture or steel

manufacture by the Company or an associated

company within the said State with the prior

written approval of the Minister as aforesaid.

By-laws 4.

(3) 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 its obligations under paragraphs (a) and (f) of subclause (2)

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of this clause and (unless and until the port townsite is declared a townsite

pursuant to section 10 of the Land Act) under paragraph (h) of subclause (2) of

this clause and under clause 11(a) 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.

Mutual covenants 4.

11.



The parties hereto covenant and agree with each other as follows: —

Water and power supplies 4.

(a) that subject to and in accordance with proposals approved

or determined under clause 7 hereof the Company for its

purposes hereunder and for domestic and other purposes in

relation to a townsite may to the extent determined by the

Minister but notwithstanding any Act bore for water

construct catchment areas store (by dams or otherwise) take

and charge for water from any Crown lands available for

the purpose and generate transmit supply and charge for

electrical energy and the Company shall have all such

powers and authorities with respect to water and electrical

energy as are determined by the Minister for the purposes

hereof which may include the powers of a water board under

the Water Boards Act 1904 and of a supply authority under

the Electricity Act 1945;

Use of public roads 4.

(b)



As at 06 Dec 2017



that the Company may use any public roads which may from

time to time exist in the area of its operations hereunder for

the purpose of transportation of goods and materials in

connection with such operations PROVIDED

NEVERTHELESS that the Company shall on demand pay to

the State or the shire council concerned the cost of making

good any damage to such roads occasioned by —

(i)

such user by the Company prior to the export date;

and

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(ii)



user by the Company for the transportation of iron ore

won from the mineral lease;



Upgrading of existing roads 4.

(c)



that the State will at the request and cost of the Company

(except where and to the extent that the Commissioner of

Main Roads agrees to bear the whole or part of the cost

involved) widen upgrade or realign any public road over

which the State has control subject to the prior approval of

the said Commissioner to the proposed work;

Effect of determination of Agreement 4.

(d)



that on the cessation or determination of this Agreement —

(i)



(ii)



page 44



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 license easement or right

granted hereunder or pursuant hereto shall thereupon

cease and determine but without prejudice to the

liability of either of the parties hereto in respect of any

antecedent breach or default under this Agreement or

in respect of any indemnity given hereunder AND the

Company will without further consideration but

otherwise at the request and cost of the State transfer

or surrender to the State or the Crown all land the

subject of any Crown Grant issued under the Land Act

pursuant to this Agreement;

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 work research

surveys and reconnaissances carried out pursuant to

clause 4(1) hereof if and insofar as the statements may

not have been so furnished; and



(iv)



save as aforesaid and as provided in clause 8(4) hereof

and in the next following paragraph neither of the

parties hereto shall have any claim against another of



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them with respect to any matter or thing in or arising

out of this Agreement;

Effect of determination of lease 4.

(e)



that on the cessation or determination of any lease license 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 20

hereof of land for the Company’s wharf for any installation

within the harbour for the Company’s railway or for housing

at the port or port townsite the improvements and things

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 its locomotives rolling stock

plant equipment and removable buildings or any of them

from any land it shall not do so without first notifying the

State in writing of its decision and thereby granting to the

State the right or option exercisable within three 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 falling 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.



(f)



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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 harbour 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

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of the Company or of any other person or corporation but the

State accepts no obligation 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.

(g)



that the mineral lease and the lands the subject of any Crown

Grant lease license 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 or regulation;

Rentals and evictions 4.

(h)



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 any 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 fall to abide by and observe the

terms and conditions of occupancy or if the occupant shall

cease to be employed by the Company;

Labour conditions 4.

(i)



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.



(j)



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that without affecting the liability of the parties under this

Agreement either party shall have the right from time to time

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to entrust to third parties the carrying out of any portions of

the operations which it is authorized or obliged to carry out

hereunder;

Rating 4.

(k)



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 therewith) shall for rating purposes be deemed

to be on the unimproved value thereof and no such lands

shall be subject to any discriminatory rate;



Default 4.

(l)

that 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 sublease license 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 Company shall abandon or repudiate

its operations under this Agreement or shall go into

liquidation (other than a voluntary liquidation for the

purposes 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 or

under any lease license easement or right granted hereunder

or pursuant hereto: PROVIDED HOWEVER that if the

Company shall fail to remedy any default after such notice

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; and

(m) that —

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(i)



(ii)



for the purposes of determining whether and the extent

to which —

(A) the Company is liable to any person or body

corporate (other than the State); or

(B) 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; and

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.



Secondary processing 4.

12. (1) The Company having commenced already to investigate the

feasibility of establishing a plant for the secondary processing by the Company

within the said State of iron ore from the mineral lease will from time to time

review this matter with a view to its being in a position before the end of

year 10 to submit to the Minister detailed proposals for such plant (capable

ultimately of treating not less than Two million (2,000,000) tons of iron ore per

annum) containing provision that —



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(a)



the plant will by the end of year 12 have the capacity to

process at an annual rate of and will during year 13 process

not less than Five hundred thousand (500,000) tons of iron

ore;



(b)



production will progressively increase so that the plant will

by the end of year 16 have the capacity to process at an

annual rate of and will during year 17 process not less than

Two million (2,000,000) tons of iron ore; and



(c)



the capital cost involved will be not less than

Eight million pounds (£8,000,000) unless the Company

utilises a less expensive but at least equally satisfactory



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method of secondary processing than any at present known

to either party.

(2) If before the end of year 10 such proposals are submitted by the

Company to the Minister the State shall within two months of the receipt thereof

give to the Company notice either of its 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 the Company an

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

within thirty days of receipt of such notice agreement is not reached as to the

proposals the Company may within a further period of thirty 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.

(3) If such proposals are not submitted by the Company to the Minister

before the end of year 10 or if such proposals are so submitted but are not

approved by the Minister within two months of receipt thereof then (subject to

any extension of time granted under subclause (1) of clause 8 hereof)

(a)



the Company shall not after the end of year 12 export iron

ore hereunder at an annual rate in excess of Five million

(5,000,000) tons; and



(b)



if by the end of year 13 (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 a plant for secondary processing within the said

State of 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 this

Agreement will (subject to the provisions of subclauses (d)

and (e) of clause 11 and of clause 16 hereof) cease and

determine at the end of year 21 or at the date by which the

Third Party has substantially established the plant referred to

in this subclause in accordance with the terms agreed upon

by the State and the Third Party whichever is the later

PROVIDED THAT if by the end of year 13 (or extended date if any) the State

has not given to the Company the notice referred to in this subclause

paragraph (a) of this subclause shall thereupon cease to have effect AND

PROVIDED FURTHER that the Company may at any time after the end of

year 10 submit proposals as aforesaid if at that time it has not received the

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notice aforesaid and the provisions of subclause (2) of this clause shall apply to

such proposals but (subject to any extension of time as aforesaid) the Company

may not submit proposals as aforesaid after the end of year 10 and before the

end of year 13 if it has received a notice from the Minister that he is negotiating

with a Third Party and such notice has not been withdrawn.

(4) Subject to the provisions of clause 13 hereof and except as

provided in paragraph (b) of subclause (3) 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.

(5) 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 subject to the provisions of clause 13 hereof the only

consequence arising from such failure or non-approval (as the case may be) will

be those set out in subclause (3) of this clause.

Iron and steel industry 4.

13. (1) 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 20 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 25 productive capacity will be at an

annual rate of not less than and during year 26 production

will be not less than Five hundred thousand (500,000) tons

of pig iron foundry iron or steel (hereinafter together referred

to as “product”) of which not less than Two hundred and

fifty thousand (250,000) tons will be steel;

(b)



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production will progressively increase so that by the end of

year 29 productive capacity will be at an annual rate of not

less than and during year 30 production will be not less than

One million (1,000,000) tons of product (of which not less

than Five hundred thousand (500,000) tons will be steel) and

by the end of year 31 productive capacity will be at an

annual rate of not less than and during year 32 production

will be not less than One million (1,000,000) tons of steel;

and

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(c)



the capital cost involved will be not less than

Forty million pounds (£40,000,000) unless the Company

utilises a less expensive but at least equally satisfactory

method of manufacture than any at present known to either

party.

(2) If before the end of year 20 such proposals are submitted by the

Company to the Minister the State shall within two months of the receipt thereof

give to the Company notice either of its 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 thirty days of receipt of such notice agreement is not reached as to the

proposals the Company may within a further period of thirty 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.

(3) If such proposals are not submitted by the Company to the Minister

before the end of year 20 or if such proposals are so submitted but are not

approved by the Minister within two months after receipt thereof then (subject

to any extension of time granted under subclause (1) of Clause 8 hereof) if by

the end of year 23 (or extended date if any) the State gives to the Company

notice that some other company or party (hereinafter referred to as “the

Fourth Party”) has agreed to establish either —

(a) a plant for secondary processing within the said State of iron

ore from the mineral lease (if proposals by the Company for

the establishment of such a plant have not previously been

submitted to and approved by the Minister) on terms not

more favourable on the whole to the Fourth Party than those

proposed by or available to the Company hereunder; or

(b) 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 Fourth Party than those

proposed by or available to the Company hereunder

then and in either case this Agreement will (subject to the provisions of

subclauses (d) and (e) of clause 11 hereof and clause 16 hereof) cease and

determine —

(i)



As at 06 Dec 2017



in the case of the Fourth Party proceeding with secondary

processing then when the Fourth Party has substantially

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established the plant referred to in paragraph (a) of this

subclause;

(ii)



in the case of the Fourth Party proceeding with an integrated

iron and steel industry then (if proposals by the Company for

a plant for secondary processing have previously been

submitted to and approved by the Minister) at the end of

year 30 or at the date by which the Fourth Party has

substantially established that industry whichever is the later;

and



(iii)



in the case of the Fourth Party proceeding with an integrated

iron and steel industry then (if proposals by the Company for

a plant for secondary processing have not previously been

submitted to and approved by the Minister) at the date by

which the Fourth Party has substantially established that

industry.



(4) If by the end of year 23 (or extended date if any) the State has not

given to the Company any such notice as is referred to in subclause (3) of this

clause that subclause shall thereupon cease to have effect except that (to the

extent they can from time to time operate) the provisions of subclause (3) of this

clause shall revive (for a period of three years) at the end of year 33 and at the

end of each successive period of 13 years thereafter in such a way that each year

referred to in that subclause shall be read as the year thirteen years or (as the

case may require) a multiple of thirteen years thereafter (subject to extensions of

dates if any as aforesaid).

(5) The Company may at any time after the end of year 20 submit

proposals for an integrated iron and steel industry if at that time it has not

received any notice under subclause (3) of this clause and the provisions of

subclauses (1) and (2) of this clause shall apply to such proposals.

(6) Except as provided in subclause (3) 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.

(7) 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 (3) of this

clause.



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“Substantial establishment.” 4.

14. The Third Party or the Fourth Party shall have substantially established a

plant for secondary processing or an integrated iron and steel industry when and

not before that party’s secondary processing plant has the capacity to treat not

less than two million (2,000,000) tons of iron ore per annum or (as the case may

be) that party’s integrated iron and steel industry has the capacity to produce

one million (1,000,000) tons of steel per annum in either case 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.

15. In deciding whether for the purposes of clause 12 or clause 13 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 which would have continued to devolve on

the Company had it proceeded with secondary processing or (as the case may

be) iron and steel manufacture or steel manufacture including its obligations to

mine transport by rail and ship iron ore and restrictions relating thereto to pay

rent additional rental and royalty and (in the case of secondary processing by a

third party pursuant to clause 12 hereof) to termination of rights as provided in

clause 13 hereof if proposals for iron and steel manufacture or steel manufacture

are not brought to fruition and also to the need for the other company or party to

pay on a fair and reasonable basis for or for the use of property accruing to the

State under paragraph (e) of clause 11 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. PROVIDED HOWEVER that if after

the end of year 33 the Minister gives notice to the Company under clause 13

hereof that another company or party has agreed to establish either secondary

processing or an integrated iron and steel industry but not both then the latter

company or party need not have any obligation to establish both.

Supply of iron ore by others 4.

16. If at the date upon which this Agreement ceases and determines pursuant

to clauses 12 or 13 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 (or the Fourth

Party as the case may be) is obligated to discharge such remaining obligations to

supply iron ore or to supply iron ore to the Company into ships to enable it to

discharge such obligations. Forthwith upon receipt of such notice the State will

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ensure that the Third Party (or the Fourth Party as the case may be) is obligated

to discharge such obligations in accordance with such contract or contracts on a

basis which is fair and reasonable as between the Company and the Third Party

(or the Fourth Party as the case may be) or if desired to supply iron ore to the

Company into ships on such fair reasonable basis.

Supply of iron ore to others 4.

17. 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 or the Fourth Party is operating or is ready to operate a plant for

secondary processing of iron ore or an integrated iron and steel industry then

during such period (whenever commencing) the Company will supply the

Third Party or the Fourth Party or both (as the case may be) with iron ore from

the mineral lease (not exceeding in all Five million (5,000,000) tons per annum

unless otherwise agreed) —

(i)

(ii)



at such rates and grades (as may reasonably be available and

be required);

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 of

such total cost.

Alteration of works 4.

18. If 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

its receipt of the notice but at the expense in all things 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.

Indemnity 4.

19. 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 arising out of or in connection with the construction maintenance or use by

the Company or its servants agents contractors or assignees of the Company’s

wharf railway or other works or services the subject of this Agreement or the

plant apparatus or equipment installed in connection therewith.

Assignment 4.

20. (1)

time —



Subject to the provisions of this clause the Company may at any

(a)



(b)



assign mortgage charge sublet or dispose of to an associated

company as of right and to any other company or person

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 license easement grant

or other title) and of the obligations of the Company

hereunder; and

appoint as of right an associated company or with the

consent in writing of the Minister any other company or

person to exercise all or any of the powers functions and

authorities which are or may be conferred on the Company

hereunder



subject however to the assignee or (as the case may be) the appointee 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 subclause (1) of this clause the Company shall at all times during

the currency of this Agreement be and remain liable for the due and punctual

performance and observance of all the covenants and agreements on its part

contained herein and in any lease license easement grant or other title the

subject of an assignment under the said subclause (1).

Variation 4.

21. The parties hereto may from time to time by mutual agreement in writing

add to cancel or vary all or any of the provisions of this Agreement or of any

lease license easement or right granted hereunder or pursuant hereto for the

purpose of implementing or facilitating the carrying out of such provisions or

for the purpose of facilitating the carrying out of some separate part or parts of

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the Company’s operations hereunder by an associated company as a separate

and distinct operation or for the establishment or development of any industry

making use of the minerals within the mineral lease or such of the Company’s

works installations services or facilities the subject of this Agreement as shall

have been provided by the Company in the course of work done hereunder.

Export licence 4.

22. (1) On request by the Company the State shall make representations to

the Commonwealth for the grant to the Company of a license or licenses under

Commonwealth law for the export of iron 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 iron 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 the State has given or intends to give in relation to such a license

or licenses to any other exporter of iron ore from the said State.

(2) If at any time the Commonwealth limits by export license the total

permissible tonnage of iron ore for export from the said State then she 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 licenses 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 license the total permissible tonnage of iron

ore for export from the said State.

(3) The Company shall be in default hereunder if at any time it fails

to obtain any license or licenses under Commonwealth law for the export of iron

ore as may be necessary for the purpose of enabling the Company to fulfil its

obligations hereunder or if any such license 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 license granted or

restored (as the case may be) but save as aforesaid if at any time any necessary

license is not granted or any license granted to the Company shall be withdrawn

or suspended by the Commonwealth and so that as a result thereof the Company

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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 the tonnage not so permitted until such time as it is so permitted and

thereafter it will export the tonnage it has undertaken with the State it will

export. The State shall at all times be entitled to apply on behalf of the

Company (and is hereby authorized by the Company so to do) for any license or

licenses under Commonwealth law for the export of iron ore as may from time

to time be necessary for the purposes of this Agreement.

Delays 4.

23. 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

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 commotions

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 ore 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 their occurrence.

Power to extend periods 4.

24. 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 when 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.

25. 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

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such amendment variation or addition 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

and settled by arbitration under the provisions of the Arbitration Act 1895.

Notices 4.

26. Any notice consent or other writing authorized or required by this

Agreement to be given or sent shall be deemed to have been duly given or sent

by the State if signed by the Minister or by any senior officer of the Civil

Service of the said State acting by the direction of the Minister and forwarded

by prepaid post 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 authorized 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

or writing shall be deemed to have been duly given or sent on the day on which

it would be delivered in the ordinary course of post.

Exemption from stamp duty 4.

27. (1) The State shall exempt from any stamp duty which but for the

operation of this clause would or might be chargeable on —

(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 license or other right or interest;



(c)



any assignment sublease or disposition (other than by way of

mortgage or charge) or any appointment made in conformity

with the provisions of subclause (1) of clause 20 hereof;

any assignment sublease 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 sublease disposition or

appointment executed pursuant to subclause (1) of clause 20

hereof; and

a deed giving effect to the hereinbefore recited guarantee;



(d)



(e)



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PROVIDED THAT this clause shall not apply to any instrument or other

document executed or made more than seven years from the date hereof.

(2) If prior to the date on which the Bill referred to in clause 2(b)

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 subclause (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.

28. This Agreement shall be interpreted according to the law for the time

being in force in the said State.



SCHEDULE

WESTERN AUSTRALIA

IRON ORE (HAMERSLEY RANGE) AGREEMENT ACT 1963

MINERAL LEASE



Lease No. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Goldfield(s)

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 TO WHOM THESE PRESENTS shall come GREETINGS: KNOW

YE that WHEREAS by an Agreement made the

day of

, 1963

between the State of Western Australia of the one part and HAMERSLEY

IRON PTY. LIMITED (hereinafter called “the Company” which expression

will include the successors and assigns of the Company including where the

context so admits the assignees of the Company under clause 20 of the said

Agreement) of the other part the said State agreed to grant to the Company

a mineral lease 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 (Hamersley Range) Agreement Act 1963 which said Act

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(inter alia) authorized the grant of a mineral lease 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 and parcels of land situated in the

Goldfield(s) containing

by admeasurement

be the same more or less and particularly described and

delineated 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 Agreement the Mining Act so

far as the same affect 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.



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PROVIDED FURTHER that all mineral oil 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 authorized in that behalf to have access to

the demised land for the purpose of searching for and for the operations of

obtaining mineral oil in any part of the land under the provisions of the

Petroleum Act 1936.

IN WITNESS whereof we have caused our Minister for Mines to affix his

seal and set his hand hereto at Perth in our 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 THE HONOURABLE CRAWFORD DAVID

NALDER M.L.A. has hereunto set his hand and seal and the COMMON SEAL

of the Company has hereunto been affixed the day and year first hereinbefore

mentioned.

SIGNED SEALED AND

DELIVERED by the said

THE HONOURABLE CRAWFORD

DAVID NALDER M.L.A.



in the presence of —



C.D. NALDER

[L.S.]



C. W. Court

Minister for Industrial Development.

Arthur F. Griffith

Minister for Mines.

THE COMMON SEAL of

HAMERSLEY IRON PTY. LIMITED

Was hereunto affixed in the



presence of —



[C.S.]



F. S. ANDERSON

Director.

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JOHN HOHNEN

A person authorized pursuant to Article 111 of the

Company’s Articles of Association to

counter-sign the affixing of the Company’s

Common Seal.



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GUARANTEE

In order to induce the parties to the foregoing deed to execute the same

and in consideration of the execution thereof the Guarantor Company referred

to in Recital (d) of the deed hereby for itself its successors and assigns agrees

with and guarantees to the State referred to in the deed that the Company therein

referred to will by the 31st day of December, 1964 (or such extended date if any

as the Minister referred to in the deed may approve) expend as provided in

clause 4 of the deed the balance of the amount of five hundred thousand pounds

(£500,000) therein referred to notwithstanding any time or indulgence granted

to the Company or any addition to cancellation of or variation of the provisions

of the deed.

IN WITNESS WHEREOF the Guarantor Company has executed this

Guarantee this twenty-sixth day of July, One thousand nine hundred and

sixty-three.

THE COMMON SEAL of

CONZINC RIOTINTO OF

AUSTRALIA LIMITED

was hereunto affixed in the



[C.S.]



presence of —



M. MAWBY

Director.



J. CRAIG

Secretary.



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Second Schedule — First Supplementary Agreement

[s. 2]

[Heading inserted: No. 98 of 1964 s. 6; amended: No. 19 of 2010

s. 4.]

THIS AGREEMENT under seal made the twenty-seventh day of October

One thousand nine hundred and sixty-four BETWEEN THE HONOURABLE

DAVID BRAND, M.L.A. Premier and Treasurer 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

HAMERSLEY IRON PTY. LIMITED a company incorporated under the

Companies Act 1961 of the State of Victoria and having its registered office and

principal place of business in that State at 95 Collins Street Melbourne and its

registered office in the State of Western Australia at 37 Saint George’s Terrace

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

successors and assigns of the Company including where the context so admits

the assignees and appointees of the Company under clause 20 of the agreement

hereinafter referred to) of the other part.

NOW THIS AGREEMENT WITNESSETH:

1.

This Agreement shall have no force or effect and shall not be binding

upon either party until it is approved by the Parliament of Western Australia.

2.

The agreement made between the parties and defined in and approved by

the Iron Ore (Hamersley Range) Agreement Act 1963 (hereinafter referred to as

“the said Agreement”) is amended or altered as hereinafter provided and the

said Agreement shall be read and construed accordingly.

3.

Paragraph (a) of the definition of “export date” in clause 1 of the said

Agreement is amended by substituting therefor the following paragraph —

(a)



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the date on which the period of three (3) years next

following the commencement date or (as the case may be)

the date on which the extended period referred to in

clause 10(1) hereof expires;



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4.

Clause 1 of the said Agreement is further amended by inserting after the

definition of “port townsite” therein the following definition —

“processed iron ore” means iron ore processed by secondary

processing;

5.

Paragraph (b) of subclause (1) of clause 5 of the said Agreement is

amended by inserting after the passage, “fifteen million (15,000,000) tons of

iron ore” in line six the passage, “(and/or processed iron ore)”.

6.

Clause 5 of the said Agreement is further amended by adding thereto a

subclause as follows —

(4) If the Company should desire a further extension for a period

not exceeding three (3) years beyond the expiration of any period of

extension granted under subclause (3) of this clause within which to

negotiate satisfactory iron ore contracts and if the Company demonstrates

to the satisfaction of the Minister that the Company has duly complied

with its other obligations hereunder has genuinely and actively but

unsuccessfully endeavoured to make the iron ore contracts on a

competitive basis and reasonably requires an additional period for the

purpose of making iron ore contracts the Minister will grant such

extension for such period not exceeding a further three (3) years as is

warranted in the circumstances subject always to the condition that the

Company duly complies (or complies to the satisfaction of the Minister)

with its other obligations hereunder.

7.

Clause 8 of the said Agreement is amended by substituting for

subclause (2) thereof the following subclause.

(2) Notwithstanding that under clause 6 or clause 7 hereof any

detailed proposals of the Company are approved by the State or the

Minister or determined by consultant engineers or by arbitration award

unless each and every such proposal and matter is so approved or

determined by the 28th day of February, 1965 or by such extended date if

any as the Company shall be entitled to or shall be granted pursuant to the

provisions hereof then at any time after the said 28th day of February,

1965 or if any extension or extensions should be granted under

clause 5(3) or clause 5(4) hereof or any other provision of this Agreement

then on or after the expiration of the last such extensions 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

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twelve (12) months period all the detailed proposals and matters are so

approved or determined this Agreement shall cease and determine subject

however to the provisions of clause 11(d) hereof.

8.

Paragraph (b) of subclause (1) of clause 9 of the said Agreement is

amended by inserting after the words “reasonable charges for operation and

maintenance” in subparagraph (ii) of the said paragraph the following words

“except operation charges in respect of education hospital and police services

and”.

9.

Paragraph (b) of subclause (1) of clause 9 of the said Agreement is

further amended by inserting after the words “whichever shall first occur” in the

proviso to that paragraph the following passage “(provided that the said

twentieth anniversary shall be extended one (1) year for each year this

Agreement has been continued in force and effect under clause 5(3) or

clause 5(4) hereof)”.

10. Clause 10 of the said Agreement is amended by inserting after the

passage “three (3) years next following the commencement date” in lines one

and two of subclause (1) thereof the passage “(or within such extended period

not exceeding a further two (2) years as the Company may satisfy the Minister

that the Company reasonably requires and the Minister approves)”.

11. Clause 10 of the said Agreement is further amended by substituting for

the words “within the aforesaid period of three years” in lines nine and ten of

the said subclause (1) thereof the passage “within such period of three years or

such extended period (as the case may be)”.

12. Subclause (2) of clause 10 of the said Agreement is amended by adding

to paragraph (f) thereof the following passage “and that the Company shall have

the entire control of such use and that no personnel other than personnel

provided or approved by the Company shall be utilised for or in respect of

such use”.

13. Paragraph (1) of clause 11 of the said Agreement is amended by

substituting for the passage “: PROVIDED HOWEVER” the following passage

“or if the Company shall surrender the entire mineral lease as permitted under

clause 9(1)(a) 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 THAT if the State gives to the Company

a notice specifying a default on the part of the Company and the Company

promptly refers to arbitration the question whether such alleged default has

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taken place then if upon the arbitration it is decided that the Company has made

such default but that there has been a bona fide dispute and that the Company

has not been dilatory in pursuing the arbitration then neither this Agreement nor

any of the rights hereinbefore referred to may be determined unless and until a

reasonable time fixed by the award upon the arbitration as the time within which

the Company must remedy such default has elapsed without such default having

been remedied and PROVIDED FURTHER”.

14. Paragraph (1) of clause 11 of the said Agreement is further amended by

adding after the words “if the Company shall fail to remedy any default after

such notice” in the final proviso to the paragraph the following passage “or

within the time fixed by the arbitration award”.

15. Subclause (1) of clause 12 of the said Agreement is amended by adding

thereto the following passage “Provided that if the Company satisfies the

Minister that the Company’s mining operations are not producing quantities of

iron ore suitable for treatment at a rate of two million (2,000,000) tons of iron

ore per annum on an economic basis then the Minister may approve a modified

proposal and reduce the figure of two million (2,000,000) tons to a figure the

Minister considers appropriate having regard to prevailing circumstances but to

not less than one million (1,000,000) tons per annum with provision for

progressive increase to two million (2,000,000) tons per annum on a revised

programme and in approving such modified proposal the Minister may approve

corresponding variations of the provisions of paragraphs (a) (b) and (c) of this

subclause.”

16. Subclause (3) of clause 12 of the said Agreement is amended by inserting

after the passage “excess of Five million (5,000,000) tons” in paragraph (a)

thereof the passage “unless prior to year 10 the Minister shall have approved the

Company entering into a contract or contracts for the export of iron ore at an

annual rate in excess of five million (5,000,000) tons”.

IN WITNESS WHEREOF THE HONOURABLE DAVID BRAND

M.L.A. has hereunto set his hand and seal and the COMMON SEAL of the

Company has hereunto been affixed the day and year first hereinbefore

mentioned.



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SIGNED SEALED AND DELIVERED

by the said THE HONOURABLE

DAVID BRAND M.L.A. in the



presence of —



DAVID BRAND

[L.S.]



C. W. Court

Minister for Industrial Development.

Arthur Griffith

Minister for Mines.

THE COMMON SEAL of

HAMERSLEY

IRON PTY. LIMITED was

hereunto affixed in the



[C.S.]



presence of —

F. S. ANDERSON

Director

PETER FITZGERALD

Secretary

[Second Schedule inserted: No. 98 of 1964 s. 6.]



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Third Schedule — Second Supplementary Agreement

[s. 2]

[Heading inserted: No. 48 of 1968 s. 6; amended: No. 19 of 2010

s. 4.]

THIS AGREEMENT under Seal made the 8th day of October 1968 BETWEEN

THE HONOURABLE DAVID BRAND M.L.A. Premier and Treasurer 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 HAMERSLEY IRON PTY. LIMITED a company incorporated

under the Companies Act 1961 of the State of Victoria and having its registered

office in the State of Western Australia at 185 St. George’s Terrace, Perth

(hereinafter called “the Company” which expression will include the successors

and assigns of the Company including where the context so admits the assignees

and appointees of the Company under clause 20 of the Principal Agreement (as

hereinafter defined) or under that clause as applying to this Agreement) of the

other part —

WHEREAS

(a) The Company has pursuant to and in compliance with clauses 4, 5

and 10(1) of the Principal Agreement established a mine, a railway,

townsites, a harbour, a wharf and extensive works, services and

facilities relating to the foregoing;

(b) The Company has also pursuant to and in compliance with clause 12

of the Principal Agreement established a plant for the secondary

processing of iron ore and such plant has the capacity to produce two

million (2,000,000) tons of iron ore pellets per annum;

(c) it is desired to make provision for the grant of additional rights to and

the undertaking of additional obligations by the Company as

hereinafter provided;

(d) it is also desired to add to and amend the Principal Agreement as

hereinafter provided.



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NOW THIS AGREEMENT WITNESSETH:

Interpretation 4.

1.



In this Agreement subject to the context —

“mineral lease” means the mineral lease referred to in clause 6(2)(a)

hereof and includes any renewal thereof;

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

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

purposes 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;

“new Hamersley year 1” means the year next following the date by which

the mineral lease has been granted to the Company and “new

Hamersley year” followed by any other numeral has a

corresponding meaning;

“Principal Agreement” means the agreement of which a copy is set out

in the First Schedule to the Iron Ore (Hamersley Range)

Agreement Act 1963 as amended by the agreement of which a

copy is set out in the Second Schedule to that Act (both of which

agreements were approved by that Act) and except where the

context otherwise requires as further amended by this

Agreement;

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

clause 3(1) (a) hereof;

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

this Agreement under the Ratifying Act or the Land Act and

includes any renewal thereof;

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

from time to time added to varied or amended;

“townsite” in relation to the mining areas means a townsite or townsites

which is or are established by the Company for the purposes of

its operations and employees on or near the mining areas and



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whether or not constituted and defined under section 10 of the

Land Act;

Words and phrases to which meanings are given under clause 1 of the

Principal Agreement (other than words and 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;

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;

Power given under any clause of this Agreement or under any clause

other than clause 24 of the Principal Agreement as applying to

this Agreement to extend any period or date shall be without

prejudice to the power of the Minister under the said clause 24 as

applying to this Agreement;

Marginal notes shall not affect the construction or interpretation hereof 4.

Initial Obligations of the State 4.

2.



The State shall —

(a) introduce and sponsor a Bill in the Parliament of Western Australia

to ratify this Agreement; and

(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 railway, townsite, stockpiling, processing and other areas

required for the purposes of this Agreement.



Ratification and Operation 4.

3.

(1) Clause 3(2) and the subsequent clauses (other than clause 11(3)) of

this Agreement shall not operate unless and until —

(a)



the Bill to ratify this Agreement as referred to in clause 2(a) hereof

is passed as an Act before the 31st day of December, 1968 or such

later date if any as the parties hereto may mutually agree upon; and



(b)



a Bill to ratify the agreement secondly referred to in the

First Schedule hereto is passed as an Act before the 31st day of



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December 1968 or such later date if as the parties hereto may

mutually agree upon.

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 11(d) of the Principal

Agreement as applying to this Agreement.

(2) The following provisions of this Agreement shall notwithstanding

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

(a)



(b)



(c)



(d)



the provisions of subclauses (2), (3), (4) and (5) of clause 6,

clause 7(6) and clause 15(13) of this Agreement and the provisions

of the proviso to clause 10(2)(a), clause 10(3), paragraphs (a), (f),

(g), (h), (i), (k) and (m) of clause 11 and clauses 20A, 21, 23, 24

and 27 of the Principal Agreement as applying to this Agreement

shall take effect as though the same had been brought into force

and been enacted by the Ratifying Act;

subject to paragraph (a) of this sub-clause 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 them respectively hereunder;

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

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 purposes of this Agreement and may lease or otherwise

dispose of the same to the Company.



Company to submit Proposals 4.

4.

(1) By 31st December 1968 (or such extended date if any as the

Minister may approve) the Company will (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) during the three (3) years next



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following the commencement of such mining with a view to the transport and

shipment of the iron ore mined and its outline proposals with respect to such

mining during the next following seven (7) years; including the location area

lay-out 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)



any further harbour and port development;



(b)



the railway between the mining areas and the Company’s existing

railway from Tom Price to Dampier including fencing (if any) and

crossing places;



(c)



townsites on the mining areas and development services and

facilities in relation thereto;



(d)



housing;



(e)

(f)



water supply;

roads (including details of any roads in respect of which it is not

intended that the provisions of clause 10(2)(b) of the Principal

Agreement as applying to this Agreement shall operate);

(g) any other works services or facilities proposed or desired by the

Company.

(2) 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 paragraphs (a) to (g) inclusive of sub-clause (1) of this clause as and when

the detailed proposals become finalised by the Company PROVIDED THAT

where any such matter is the subject of a paragraph which refers to more than

one subject matter the detailed proposals will relate to and cover each of the

matters mentioned in the paragraph.

Consideration of Company’s Proposals 4.

5.

(1) Within one (1) month after receipt of any of the detailed proposals

required to be submitted by the Company pursuant to clause 4(1) hereof 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. The Minister may make such reasonable alterations to or impose such

reasonable conditions on the proposals or new proposals (as the case may be) as

he shall think fit having regard to the circumstances including the overall

development and use by others as well as the Company but the Minister shall

in any notice to the Company disclose his reasons for any such alteration or

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condition. 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 25 of the Principal

Agreement as applying to this Agreement any dispute as to the reasonableness

of any such alteration or condition. 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 (other than

clause 15 hereof) shall on the expiration of that period of three (3) months cease

and determine (save as provided in clause 11(d) of the Principal Agreement as

applying to this Agreement) 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.

(2) Notwithstanding that under sub-clause (1) of this clause any

detailed proposals required to be submitted by the Company pursuant to

clause 4(1) hereof are approved by the Minister or determined by arbitration

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

28th day of February, 1969, or by such extended date if any as the Company

shall be entitled to or shall be granted pursuant to the provisions hereof then at

any time after the said 28th day of February 1969 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 (other than clause 15 hereof) shall cease and

determine subject however to the provisions of clause 11(d) of the Principal

Agreement as applying to this Agreement.

Obligations of the State — Rights of Occupancy 4.

6.

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

occupancy as referred to in clause 4(2) of the agreement secondly 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 the rate of

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

the period expiring on 31st December, 1968, 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

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



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

its currency expire —

(i)

(ii)



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

sub-clause (2) hereof;

on the expiration of five years from the date hereof; or



(iii)



on the determination of this Agreement pursuant to its terms;



whichever shall first happen.

(2) The State shall as soon as conveniently may be after all the

proposals required to be submitted by the Company pursuant to clause 4(1)

hereof have been approved or determined pursuant to clause 5 hereof —

Mineral lease 4.

(a) after application is made by the Company for a mineral lease of

any part or parts (not exceeding in total area fifty (50) square miles

and in the shape of a rectangular parallelogram or parallelograms

or as near thereto as is practicable) of the mining areas in

conformity with the Company’s detailed proposals under clause 4

hereof as finally approved or determined 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 commencing from the date

of application by the Company 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;



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(b)



subject to and in accordance with the said proposals as finally

approved or determined —

Lands 4.

(i)



(ii)



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

terms and conditions (including renewal rights) as subject to

the proposals (as finally approved or determined as

aforesaid) shall be reasonable having regard to the

requirements of the Company hereunder and to the overall

development of and access to and use by others of lands the

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 townsite and for a railway from the vicinity of

the mining areas to the Company’s existing railway at

or near Tom Price; and

at rentals as prescribed by law or as are otherwise

reasonable — leases, rights, mining tenements,

easements, reserves and licences in on or under Crown

lands under the Mining Act 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 the railway roads an airstrip water

supplies and stone and soil for construction purposes;

and

provide any services or facilities subject to the Company’s

bearing and paying the capital cost involved and reasonable

charges for operation and maintenance 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 finally

approved or determined as aforesaid PROVIDED that from

and after the expiration of the fifteenth year after the date

when the Company first exports iron ore won from the

mineral lease (other than iron ore exported solely for testing

purposes) or the twentieth anniversary of the date hereof

whichever shall first occur the Company will in addition to

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(c)



the rentals already referred to in this paragraph pay to the

State during the currency of the mineral lease after that date

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 cents (25c) per ton on all iron

ore or (as the case may be) all iron ore concentrates in

respect of which royalty is payable under this Agreement in

any financial year such additional rental to be paid within

three (3) months after shipment sale use or production as the

case may be of the iron ore or iron ore concentrates;

On application by the Company cause to be granted to it such

machinery and tailings leases (including leases for that 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 purpose of paragraphs (b)(i) and (c) of sub-clause (2) of

this clause the Land Act shall be deemed to be modified as set out in clause 9(2)

of the Principal Agreement.

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

as to prejudice the rights of the State to determine any lease license or other

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

Application of clauses 9(4) and (5) of Principal Agreement 4.

(5) The provisions of sub-clauses (4) and (5) of clause 9 of the

Principal Agreement shall apply to and be deemed to be incorporated in this

Agreement as if the references to “this Agreement” and “the mineral lease”

contained in the said sub-clauses were references to this Agreement and the

mineral lease respectively and as if in paragraph (f) of the said sub-clause (4)

the word “foregoing” were deleted therefrom and the figures “4(1)” were

substituted for the figures “5(1)” and as if in the said sub-clause (5) the words

“of the Principal Agreement as applying to this Agreement” were substituted for

the word “hereof”.



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Obligations of the Company 4.

To Construct 4.

7.

(1) Subject to sub-clauses (2) and (3) of this clause the Company

shall by the end of new Hamersley year 7 at a cost of not less than

fifty million dollars ($50,000,000) construct (and shall actually commence

construction by the end of new Hamersley year 4 and shall progressively

continue the construction in accordance with the reasonable requirements of

the Minister having regard to the obligation of the Company to complete the

construction within the period specified in this sub-lease) instal 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 of iron ore and without lessening the generality

of this provision the Company shall by the end of new Hamersley year 7 —

(a) construct instal and provide upon the mineral lease or in the

vicinity thereof mining plant and equipment crushing screening

stockpiling and car loading plant and facilities power house

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 diem;

(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 years shall not be less than one million (1,000,000) tons;

(c)



page 78



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 clause 5 hereof (but subject to the provisions of the Public

Works Act 1902 to the extent that they are applicable) a

four feet eight and one-half inches (4 ft. 8½ in.) gauge railway

(with all necessary signalling switch and other gear and all proper

or usual works) from the mining areas to the Company’s existing

railway from Tom Price to Dampier and provide for crossing

places and the running of 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 to

the Company’s existing railway aforesaid;



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(d)



subject to the State having assured to the Company all necessary

rights in or over Crown lands or reserves available for the purpose

construct by the said date such new roads as the Company

reasonably requires for its purposes hereunder of such widths

with such materials gates crossings and passovers for cattle and

for sheep and along such routes as the parties hereto shall mutually

agree after discussion with the respective shire councils through

whose districts any such roads may pass and subject to prior

agreement with the appropriate controlling authority (being a shire

council or the Commissioner of Main Roads) as to terms and

conditions the Company may at its own expense and risk except

as otherwise so agreed upgrade or realign any existing road;



(e)



in accordance with the Company’s proposals as finally approved

or determined under clause 5 hereof and as require the Company to

accept obligations —

(i)



carry out any further harbour and port development;



(ii)



lay out and develop a townsite and provide adequate and

suitable housing recreational and other facilities and

services;



(iii)



construct and provide roads housing school water and power

supplies and other amenities and services; and



(iv)



construct and provide other works (if any) including an

airstrip.

(2) If at the end of new Hamersley year 3 the maximum number of

tons of iron ore, iron ore concentrates and metallised agglomerates which the

Company is or could become obligated to deliver during new Hamersley year 4

under all long term contracts existing at the end of new Hamersley year 3

exceeds by seven million five hundred thousand (7,500,000) tons or more

the maximum number of tons of iron ore and iron ore concentrates which the

Company now is or could become obligated to deliver during new Hamersley

year 4 under all Presently existing long term contracts then sub-clause (1) of this

clause shall thenceforth be read construed and take effect as if the passage

“new Hamersley year 6” were substituted for the passage “new Hamersley

year 7” where twice occurring therein.

(3) If at the end of new Hamersley year 4 the maximum number of

tons of iron ore, iron ore concentrates and metallised agglomerates which the

Company is or could become obligated to deliver during new Hamersley year 5

under all long term contracts existing at the end of new Hamersley year 4 does

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not exceed by seven million five hundred thousand (7,500,000) tons or more the

maximum number of tons of iron ore and iron concentrates which the Company

now is or could become obligated to deliver during new Hamersley year 5 under

all presently existing long term contracts then sub-clause (1) of this clause shall

thenceforth be read construed and take effect as if the passage “new Hamersley

year 8 or such later time (if any) as the Minister may approve” were substituted

for the Passage “new Hamersley year 7” where twice occurring therein and as if

the passage “new Hamersley year 5 or such later time (if any) as the Minister

may approve” were substituted for the passage “new Hamersley year 4” where

occurring therein. For the purpose of this sub-clause and sub-clause (2) of this

clause a long term contract is one which has a currency of not less than

three (3) years from the relevant date.

Application of clause 10(2) of Principal Agreement 4.

(4) The provisions of paragraphs (a), (b), (c), (d), (e), (g), (i), (j), (k),

(n) and (o) of clause 10(2) of the of the Principal Agreement shall apply to and

be deemed to be incorporated in this Agreement as if —

(a)



(b)



the first reference in the said Clause 10(2) to “this Agreement”

were a reference to the clauses of this Agreement other than

clause 15 hereof and the other references therein to “this

Agreement” were references to this Agreement;

the references in the said clause 10(2) to “the mineral lease” were

references to the mineral lease;



(c)



the reference to “its railway” in the said paragraph (a) were a

reference to any railway constructed by the Company and

extending from the mining areas to the Company’s existing railway

at or near Tom Price;



(d)



in the said paragraph (b) the word “hereunder” were substituted for

the words “under clause 6 or clause 7 hereof”;



(e)



in the said paragraph (d) the words “wharf” and “dredging” were

deleted therefrom and the word “hereof” were altered to read “of

the Principal Agreement as applying to this Agreement”;

in the said paragraph (k) the words “commencing with the quarter

day next following the first commercial shipment of iron ore from

the Company’s wharf” were deleted therefrom:



(f)



(g)



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in sub-paragraph (ii) of the proviso to the said paragraph (o) there

were inserted after the word “not” the following, namely “together

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sub-paragraph (ii) of the proviso to paragraph (o) of the Principal

Agreement”.

Rent for Mineral Lease 4.

(5) Throughout the continuance of the mineral lease the Company

shall pay to the State —

(a) By way of rent for the mineral lease annually in advance a sum

equal to thirty-five cents (35c) per acre of the area for the time

being the subject of the mineral lease commencing on and accruing

from the commencement of the term of the mineral lease; and

(b)



the rental referred to in the proviso to clause 6(2)(b) hereof if and

when such rental shall become payable.



Application of Clause 10(3) of Principal Agreement 4.

(6) The provisions of clause 10(3) of the Principal Agreement shall

apply to and be deemed to be incorporated in this Agreement as if the following

passage, namely clauses 10(2)(a) and 11(a) of the Principal Agreement as

applying to this Agreement” were substituted for the passage therein beginning

“paragraphs (a) and (f)” and ending “clause 11(a) hereof”;

Application of Clause 11 of the Principal Agreement (Mutual covenants) 4.

8.

The provisions of clause 11 (other than paragraph (1) thereof) of the

Principal Agreement shall apply to and be deemed to be incorporated in this

Agreement as if —

(a)



all references in the said provisions to “this Agreement” and to

“the mineral lease” were references to this Agreement and the

mineral lease respectively;

(b) in paragraph (a) of the said clause 11 the figure “5” were

substituted for the figure “7”;

(Effect of Determination of this Agreement) 4.

(c)



in paragraph (d) of the said clause 11: —

(i)



sub-paragraph (iii) were deleted therefrom and the following

sub-paragraph substituted therefor —

(iii)



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Any amendment to clause 13 of the Principal

Agreement resulting from the operation of clause 14

hereof shall cease to take effect but the Principal

Agreement shall continue to bear any construction

that may have been placed on it pursuant to clause 13

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hereof and shall continue to operate and have effect as

amended by clause 15 hereof.

(ii)



(d)



the words “clause 8(4) of the Principal Agreement as

applying to this Agreement” were substituted for the words

“clause 8(4) hereof”;



in paragraph (e) of the said clause 11 the word “hereof” were

deleted and the words “of the Principal Agreement as applying to

this Agreement” were substituted therefor and the words “for the

Company’s wharf for any installation within the harbour” and the

words “port or port” were deleted therefrom.



Metallised Agglomerates 4.

9.

(1) The Company will subject always to the provisions of clause 10

hereof —

(a) before the end of new Hamersley year 2 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 new

Hamersley year 4 have the capacity to produce not less than

one million (1,000,000) tons of metallised agglomerates annually;

(b) before the end of new Hamersley year 7 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 new Hamersley

year 9; and

(c)



before the end of new Hamersley year 10 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 new Hamersley year 12.



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

such proposals 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



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clause 25 of the Principal Agreement as applying to 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.

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

Minister and subject always to clause 10 hereof) within the respective times

specified in paragraphs (a), (b) and (c) of sub-clause (1) hereof complete the

construction of plant in accordance with such 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.

If metallised agglomerates not feasible 4.

10. (1) If the Company at any time considers that the construction of plant

for the production of metallised agglomerates or, as the case may be, the

expansion or the further expansion of the productive capacity of such plant as

required to be proposed or as required pursuant to any proposals finally

approved or determined under clause 9 hereof (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 23 of the Principal Agreement as applying to 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

falling 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

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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 or if on reference to the Tribunal the Tribunal decides that the

metallising operation is not feasible then —

(a)



the Company will not have any obligation or further obligation to

submit proposals in respect of the metallising operation as provided

in clause 9 hereof or to carry out such proposals in respect thereof

as may have been finally approved or determined pursuant to that

clause; and



(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

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

paragraph (b) of sub-clause (4) 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 paragraph 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

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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

paragraph (b) of sub-clause (4) 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 sub-clause (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 its obligations under clause 9

hereof.

(8) 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 9 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.

Application of other clauses of Principal Agreement 4.

11. (1) The provisions of clauses 8(1), 18, 19, 20, 20A, 20B, 20C, 21, 23,

24, 25, 26, and 28 of the Principal Agreement shall apply to and be deemed to

be incorporated in this Agreement as if all references in those clauses to “this

Agreement” and “the mineral lease” were references to this Agreement and the

mineral lease respectively.

(2) The provisions of clause 8(4) of the Principal Agreement shall

apply to and be deemed to be incorporated in this Agreement as if the following

passages, namely, “clause 5” and “grant of the mineral lease” were substituted

for the passages “clause 7” and “commencement date” therein respectively.

(3) The provisions of clause 27 of the Principal Agreement shall apply

to and be deemed to be incorporated in this Agreement as if all references in

that clause to “this Agreement” were references to this Agreement and as if the

following passages, namely, “clause 20 of the Principal Agreement as applying

to this Agreement” and “clause 2(a) hereof” were substituted for the passages

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“clause 20 hereof” (where twice appearing) and “clause 2(b) hereof” therein

respectively.

Default 4.

12. The parties covenant and agree with each other that in any of the

following events namely if the Company shall make default in the due

performance or observance of any of its covenants or obligations to the State in

or under this Agreement or of its covenants or obligations in or under the

Principal Agreement or of its covenants or obligations in or under 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) or if the Company shall abandon or repudiate its

operations under this Agreement or shall go into liquidation (other than a

voluntary liquidation for the purposes of reconstruction) or if the Company shall

surrender the entire mineral lease as permitted under clause 6(2)(a) hereof then

and in any of such events the State may by notice to the Company given at any

time determine this Agreement (other than clause 15 hereof) 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 —

(a) if the Company shall fail to remedy any default (other than a

default in complying with the provisions of clauses 9 or 10 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;

(b) the State shall not be entitled to determine this Agreement as

aforesaid on account of any default by the Company in the due

performance or observance of any of its covenants or obligations

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to the State under clause 9 hereof or of any of its obligations

substituted therefor under clause 10 hereof until such time as the

State has given notice of such default to the Company and the

following period has elapsed since the giving of such notice —

(i)



if the notice of default is given in respect of the

Company’s obligations under clause 9(1)(a) hereof

or of any of its obligations substituted therefor under

clause 10 hereof or its relative construction

obligations under clause 9(3) hereof then the period

during which the Company exports from the said State

fifty million (50,000,000) tons of iron ore won from

the mineral lease or a period of ten (10) years

whichever first elapses;



(ii)



(c)



if the notice of default is given in respect of the

Company’s obligations under clause 9(1)(b) hereof

or of any of its obligations substituted therefor under

clause 10 hereof or its relative construction

obligations under clause 9(3) hereof then the period

during which the Company exports from the said State

thirty seven million five hundred thousand

(37,500,000) tons of iron ore won from the mineral

lease or a period of seven (7) years and six (6) months

which ever first elapses;

(iii) if the notice of default is given in respect of the

Company’s obligations under clause 9(1)(c) hereof

or of any of its obligations substituted therefor under

clause 10 hereof or its relative construction

obligations under clause 9(3) hereof then the period

during which the Company exports from the said State

twenty five million (25,000,000) tons of iron ore won

from the mineral lease or a period of five (5) years

whichever first elapses;

provided that in each case the period shall be extended by such

further period as may be necessary to enable the Company to fulfil

any contract or contracts for the sale of iron ore won from the

mineral lease which it has entered into with the consent of the

Minister.

in no event shall any default by the Company in the due

performance or observance of any of its covenants or obligations



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to the State in or under this Agreement or of its covenants or

obligations under clause 13 of the Principal Agreement if and while

amended by clause 14 of this Agreement or of its covenants or

obligations in or under any lease sub-lease licence or other title or

document granted or assigned under this Agreement on its part to

be performed or observed entitle the State to determine the

Principal Agreement or any rights of the Company thereunder or

under any lease licence easement or right granted thereunder or

pursuant thereto.

Company’s obligations under Clauses 13 to 17 of Principal Agreement may be

suspended 4.

13. (1) If Mount Bruce Mining Pty. Limited gives notice pursuant to

clause 5(1) of the agreement secondly referred to in the First Schedule hereto

and a mineral lease is granted by the State pursuant to clause 8(1) of the

agreement (as amended) firstly referred to in that Schedule (which in agreement

is hereinafter referred to as “the Hanwright Agreement”) then the operation of

clauses 13 to 17 (both inclusive) of the Principal Agreement shall be suspended

until such time as the Minister —

(a)



(b)



gives notice pursuant to clause 11K of the Hanwright Agreement in

which case the provisions of sub-clause (2) of this clause shall take

effect, or

fails to give such notice in which case the Principal Agreement

shall thenceforth be read and construed as if the said clauses 13

to 17 (both inclusive) were deleted from the Principal Agreement.



(2) If the Minister gives notice pursuant to clause 11K of the

Hanwright Agreement he shall at the same time or as soon as reasonably

possible thereafter give a copy of such notice to the Company and from and

after the giving of such copy notice the suspension of the operation of the said

clauses 13 to 17 (both inclusive) of the Principal Agreement shall cease and the

said clauses shall recommence to operate and thereafter shall be read and

construed and take effect as if the word “Hanwright” were inserted before the

word “year” wherever appearing in the said clause 13 and as if each numeral

appearing therein immediately after the word “year” were a numeral one more

than the corresponding numeral in the corresponding provisions in clause 11E

of the Hanwright Agreement and any reference in the said clause 13 to

“Hanwright year” followed by a numeral shall have the same meaning as a

reference to “year” followed by the same numeral would have had if that

clause 11E had continued to operate in the Hanwright Agreement.

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Acceleration of Company’s obligations under Principal Agreement 4.

14. Subject to clause 13(1)(b) hereof 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 the Principal Agreement with all the

Company’s requirements for electrical power within a radius of thirty miles

from the Post Office at Dampier 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 harbour or harbours 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 five tenths of a cent (0.5c) 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 clause 13 of the Principal Agreement shall be read construed and

take effect as if each numeral appearing therein immediately after the word

“year” were a numeral six less than each such numeral PROVIDED that upon

the grant by the State of a mineral lease to Mount Bruce Mining Pty. Limited

pursuant to clause 8(1) of the Hanwright Agreement this clause shall be read

construed and take effect as if the words and figures “six tenths of a cent (0.6c)”

were substituted for the words and figures “five tenths of a cent (0.5c)”

appearing in this clause and any electricity supply agreement then entered into

between the State and the Company pursuant to this clause shall be

correspondingly amended from and after that time.

Further Amendments to Principal Agreement 4.

15. The Principal Agreement is hereby amended as follows —

(1) by inserting after the definition of “integrated iron and steel

industry” in clause 1 thereof the following definition —

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

other form) resulting from secondary processing but

does not include metallised agglomerates;

(2)



by inserting after the definition of “Land Act” in clause 1 thereof

the following definition —



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“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 per cent. (85%);

(3)



by adding the following words at the end of the definition of

“secondary processing” in clause 1 thereof —

and pelletisation and the production of metallised

agglomerates;



(4)



(5)



(6)



(7)



(8)



(9)



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by inserting in clause 9(1)(a) thereof before the word

“parallelogram” the word “rectangular” and after the word

“parallelograms” the words “or as near thereto as is practicable”;

by inserting after the words “the Company’s wharf” in

clause 10(2)(e) thereof the words “or from any other wharf

constructed by the Company within a distance of three (3) miles

(or such further distance as may be approved by the Minister) from

the Company’s wharf”;

by substituting for the passage “on direct shipping ore (not being

locally used ore)” in clause 10(2)(j)(i) thereof the passage “on

direct shipping ore and on fine ore and fines where such fine ore or

fines are not sold and shipped separately as such (not being locally

used ore)”;

by substituting for the passage “on fine ore (not being locally used

ore)” in clause 10(2)(j)(ii) thereof the passage “on fine ore sold and

shipped separately as such (not being locally used ore)”;

by substituting for the passage “on fines (not being locally used

ore)” in clause 10(2)(j)(iii) thereof the passage “on fines sold and

shipped separately as such (not being locally used ore)”;

by substituting for sub-paragraph (iv) of clause 10(2)(j) thereof the

following sub-paragraph —

(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 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 cents

(15c) per ton;



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(10) by adding the words “separately as such” after the words “shipped

or sold” where twice appearing in clause 10(2)(j)(vii) thereof;

(11) by adding the following words at the end of paragraph (j) of

clause 10(2) thereof, namely —

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 that 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;

(12) by substituting for the words “the subject of” (where thrice

appearing), “ore processed” (where twice appearing) and “so

processed” in sub-paragraphs (i), (ii) and (iii) of clause 10(2)(o)

thereof the words “used in”, “ore so used” and “so used”

respectively;

(13) by inserting the following clauses immediately after clause 20

thereof —

20A. 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 in so far

as the same or any of these may apply —

(a) no mortgage or charge in a form commonly

known as a floating charge made or given

pursuant to clause 20 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 is

for the time being bound by deed of covenant

made pursuant to clause 20 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 20 hereof and no

such mortgage or charge shall be rendered ineffectual as an

equitable charge by the absence of any approval or consent

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(otherwise than as required by clause 20 hereof) or because

the same is not registered under the provisions of the Mining

Act 1904;

20B. The Company may arrange for any obligation

undertaken or to be 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 pellets,

metallised agglomerates, pig iron, foundry iron or steel and

any obligation 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 pellets, metallised agglomerates, pig iron, foundry

iron or steel or a railway or any other facilities any increase

in the capacity of such plant, plants, railway or other

facilities which is carried out under arrangements made by

the Company with such associated company or associated

companies or (with the 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 the

obligation of the Company to provide such capacity.

20C. (1) The Minister may with the consent of the

Company from time to time add to cancel or vary any right

or obligation relating to works for the transport and/or export

of ore or pellets or the production or transport or export of

metallised agglomerates or steel to the extent that the

addition cancellation or variation implements or facilitates

the method of achieving any of the purposes of production or

transport or export of ore or pellets or metallised



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agglomerates or steel produced from ore from the mineral

lease.

(2) 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.

(3) 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 said 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.

(14) by substituting for the passage commencing “and inability” and

ending “sell ore” in clause 23 thereof the words —

inability (common in the iron ore export industry) to

profitably sell ore inability to profitably sell metallised

agglomerates;



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FIRST SCHEDULE

FIRSTLY The agreement under seal made the eleventh day of August 1967

between the Honourable David Brand, M.L.A., Premier and Treasurer of

the State of Western Australia acting for and on behalf of the said State of

the one part and Hancock Prospecting Pty. Ltd. and Wright Prospecting

Pty. Ltd. of the other part, a copy of which agreement is set out in the

Schedule to the Iron Ore (Hanwright) Agreement Act 1967.

SECONDLY The agreement under seal of even date herewith between the said

the Honourable David Brand, M.L.A. of the first part, Hancock

Prospecting Pty. Ltd. and Wright Prospecting Pty. Ltd. of the second part

and Mount Bruce Mining Pty. Limited of the third part amending and

adding to the agreement firstly referred to in this Schedule.



SECOND SCHEDULE

WESTERN AUSTRALIA

Iron Ore (Hamersley Range) Agreement Act 1968

MINERAL LEASE

Lease No. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Goldfield(s)

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 TO WHOM THESE PRESENTS shall come GREETINGS:

KNOW YE that WHEREAS by an Agreement made the

day of

1968 between the State of Western Australia of the one part and HAMERSLEY

IRON PTY. LIMITED (hereinafter called “the Company” which expression

will include the successors and assigns of the company including where the

context so admits the assignees of the Company under the said Agreement) of

the other part the said State agreed to grant to the Company a mineral lease of



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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

Act 196 which said Act (inter alia) authorized the grant of a mineral lease 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 and parcels of land situated in

the

Goldfield(s) containing

approximately

acres and (subject to such corrections as may be

necessary to accord with 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

Agreement the Mining Act so far as the same affect or have

reference to this lease.



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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 authorized 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 1936.

IN WITNESS whereof we have caused our Minister for Mines to affix his

seal and set his hand hereto at Perth in our 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 THE HONOURABLE DAVID BRAND M.L.A. has

hereunder set his hand and seal and the Common Seal of the Company has

hereunder been affixed the day and year first hereinbefore mentioned.

SIGNED SEALED AND DELIVERED

by the said THE HONOURABLE

DAVID BRAND M.L.A. in the



DAVID BRAND [L.S.]



presence of —



C. W. COURT

Minister for Industrial Development.

ARTHUR GRIFFITH

Minister for Mines.



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THE COMMON SEAL of

HAMERSLEY IRON PTY. LIMITED

was hereunto affixed in the



presence of —



R. T. MADIGAN

DIRECTOR.

[C.S.]

C. J. WYATT

SECRETARY.

[Third Schedule inserted: No. 48 of 1968 s. 6.]



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Fourth Schedule — Third Supplementary Agreement

[s. 2]

[Heading inserted: No. 39 of 1972 s. 4; amended: No. 19 of 2010

s. 4.]

THIS AGREEMENT 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

(hereafter called “the State”) of the one part and HAMERSLEY IRON PTY.

LIMITED a company incorporated under the Companies Act 1961 of the State

of Victoria and having its registered office and principal please of business in

that State at 95 Collins Street Melbourne and its registered office in the State

of Western Australia at 191 St. George’s Terrace Perth (hereinafter called

“the Company” which expression will include the assignees and appointees of

the Company under clause 20 of the Agreement a copy of which is set out in

the First Schedule to the Iron Ore (Hamersley Range) Agreement Act 1963 (as

that clause applies to the agreement hereinafter defined as the “amending

Agreement”)) of the other part —

WHEREAS —

(a) there are references in the amending Agreement (as hereinafter

defined) to the Agreement forming the Second Schedule to the Iron

Ore (Hanwright) Agreement Act 1967 (which Agreement (as

amended) is hereinafter referred to as “the Hanwright

Agreement”);

(b)



(c)



the Hanwright Agreement is to be determined by the mutual

consent of the parties thereto contemporaneously with the coming

into force of the Agreements set out in the Schedule hereto;

it is desired in consequence to amend the amending Agreement as

hereinafter provided.



WITNESSETH —

1.



In this Agreement to the context —

“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 (which Agreement was



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approved by the Iron Ore (Hamersley Range) Agreement Act

Amendment Act 1968);

“principal Agreement” means the Agreement of which a copy is set

out in the First Schedule to the Iron Ore (Hamersley Range)

Agreement Act 1963 as amended by the Agreement of which

a copy is set out in the Second Schedule to that Act (both of

which Agreements were approved by that Act) as further

amended by the amending Agreement and except where the

context otherwise requires as further amended by this

Agreement;

words and phrases to which meanings are given under clause 1 of

the principal Agreement (other than words and 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;

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;

power given under any clause of this Agreement or under any

clause other than clause 24 of the principal Agreement as

applying to this Agreement to extend any period or date shall

be without prejudice to the power of the Minister under the

said clause 24 as applying to this 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.

3.

The subsequent clauses of this Agreement shall not operate unless and

until —

(a)



the Bill to ratify this Agreement as referred to in 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

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.

4.

The amending Agreement is amended or altered as hereinafter provided

and such amending Agreement shall be read and construed accordingly.

5.

Clause 13 of the amending Agreement is amended by substituting therefore

the following clause: —

“13 (1) If a mineral lease is granted by the State to Mount Bruce

Mining Pty. Limited pursuant to sub-clause (2) of clause 4 of the Agreement

dated the 10th day of March, 1972 between the State of the one part and Mount

Bruce Mining Pty. Limited of the other part (which Agreement is hereinafter

called “the Mount Bruce Agreement”) then the operation of clauses 13 to 17 (both

inclusive) of the principal Agreement shall be suspended until such time as the

Minister —

(a)



give notice pursuant to clause 41 of the Mount Bruce

Agreement in which case the provisions of sub-clause (2) of

this clause shall take effect; or

(b) fails to give such notice in which case the principal

Agreement shall thenceforth be read and construed as if the

said clauses 13 to 17 (both inclusive) were deleted from the

principal Agreement.

(2) If the Minister gives notice pursuant to clause 41 of the Mount Bruce

Agreement he shall at the same time or as soon as reasonably possible thereafter

give a copy of such notice to the Company and from and after the giving of such

copy notice the suspension of the operation of the said clauses 13 to 17 (both

inclusive) of the principal Agreement shall cease and the said clauses shall

recommence to operate and thereafter shall be read and construed and take effect

as if each numeral appearing in the said clause 13 immediately after the word

“year” were a numeral one more than the corresponding numeral in the

corresponding provisions in sub-clause (2) of clause 35 of the Mount Bruce

Agreement”.

6.

The proviso to clause 14 of the amending Agreement is amended by

substituting for the words “clause 8(1) of the Hanwright Agreement” the words

“sub-clause (2) of clause 4 of the Mount Bruce Agreement”.



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SCHEDULE

The Agreement of even date herewith between the Honourable John Tresize

Tonkin, M.L.A., Premier of the State of Western Australia acting for an on

behalf of the said State and Instrumentalities thereof of the one part and Mount

Bruce Mining Pty. Limited of the other part.

The Agreement of even date herewith between the Honourable John Tresize

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.

IN WITNESS WHEREOF this Agreement has been executed by or on behalf of

the parties hereto the day and year first hereinbefore mentioned.

SIGNED by the said THE

HONOURABLE JOHN TREZISE



TONKIN, M.L.A., in the presence

of —



JOHN T. TONKIN



DON MAY,

Minister for Mines.

THE COMMON SEAL of

HAMERSLEY

IRON PTY. LIMITED was

hereunto affixed in the



(C.S.)



presence of —



R. T. MADIGAN,

Director.



JOHN CALDER,

Secretary.

[Fourth Schedule inserted: No. 39 of 1972 s. 4.]



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Fifth Schedule — Fourth Supplementary Agreement

[s. 2]

[Heading inserted: No. 93 of 1976 s. 4; 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 HAMERSLEY IRON PTY. LIMITED a

company incorporated under the Companies Act 1961 of the State of Victoria

and having its registered office and principal place of business in that State at

31 Spring Street, Melbourne and its registered office in the State of Western

Australia at 191 St George’s Terrace, Perth (hereinafter called “the Company”

which expression will include the successors and assigns of the Company

including where the context so admits the assignees and appointees of the

Company under clause 20 of the principal Agreement as hereinafter defined)

of the other part —

WHEREAS

(a) The Company has increased the capacity of its existing pelletising

plant being the plant for secondary processing of iron ore

constructed pursuant to clause 12 of the principal Agreement from

two million (2 000 000) tons of iron ore pellets per annum to

three million (3 000 000) tons of iron ore pellets per annum; and

(b) it is desired to make provision for the undertaking of additional

obligations by the Company and to amend the provisions of the

amending Agreement (as hereinafter defined) as hereinafter

provided.

NOW THIS AGREEMENT WITNESSETH

1.



In this Agreement subject to the context —

“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);



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“principal Agreement” means the Agreement of which a copy is set

out in the First 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 Second Schedule to that Act

and as further amended by the amending Agreement;

words and phrases to which meanings are given under clause 1 of

the principal Agreement (other than words and 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 —

(a) the Bill to ratify this Agreement 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

(b) 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 amending Agreement is hereby varied as follows —

(1)



by adding after clause 8 a new clause 8A as follows —



Iron Ore concentrate plant 4.

8A (1) The Company shall on or before the 31st day of

December, 1976 submit to the Minister detailed proposals for the

establishment within the said State of a plant for the production of

Iron ore concentrates with a capacity of not less than six million five

hundred thousand (6 500 000) tons per annum.

(2) The Company shall not later than the end of new

Hamersley year 9 (or such later date as the Minister may approve),

in accordance with the proposals submitted pursuant to

sub-clause (1) of this clause as finally approved or determined,

complete the construction of the Iron ore concentrate plant at a total

cost of not less than eighty million dollars ($80 000 000).



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

proposals submitted pursuant to sub-clause (1) of this clause give to

the Company notice either of his approval of the said 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 said

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

months elect by notice to the State to refer to arbitration as herein

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 said proposals of the Company.

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

of any submission to arbitration pursuant to this clause 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. ; and

(2) as to clause 9 by substituting for sub-clause (1) the following

sub-clause —

(1) The Company will subject always to the provisions of

clause 10 hereof —

(a)



(b)



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before the end of new Hamersley year 10 submit to

the Minister detailed proposals for the establishment

within the said State of a plant for the production of

metallised agglomerates containing provision that

such plant will by the end of new Hamersley year 12

have the capacity to produce not less than one

million (1 000 000) tons of metallised agglomerates

annually; and

before the end of new Hamersley year 13 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



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agglomerate annually by the end of new Hamersley

year 15.

; and

(3) as to clause 12 by inserting after the word “clauses” in the third

line of paragraph (a), the passage “8A,”.

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

Instrumentalities thereof of the one part and MOUNT BRUCE MINING PTY.

LIMITED of the other part.

IN WITNESS WHEREOF these presents have been executed the day and year

first hereinbefore mentioned.

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

HAMERSLEY IRON PTY. LIMITED

was hereunto affixed in the



[C.S.]



presence of —

Director.



DONALD S. STEWART,



Secretary.



C. J. S. RENWICK,



[Fifth Schedule inserted: No. 93 of 1976 s. 4.]



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Sixth Schedule — Fifth Supplementary Agreement

[s. 2]

[Heading inserted: No. 26 of 1979 s. 4; amended: No. 19 of 2010

s. 4.]

THIS AGREEMENT made the 9th day of May, 1979 BETWEEN THE

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

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

behalf of the said State and Instrumentalities thereof from time to time

(hereinafter called “the State”) of the one part and HAMERSLEY IRON PTY.

LIMITED a company incorporated under the Companies Act 1961 of the State

of Victoria and having its registered office and principal place of business in

that State at 31 Spring Street, Melbourne, and its registered office in the State of

Western Australia at 191 St. George’s Terrace, Perth (hereinafter called “the

Company” which expression will include the successors and assigns of the

Company including where the context so admits the assignees and appointees of

the Company under clause 20 of the Principal Agreement as hereinafter defined)

of the other part —

WHEREAS:

It is desired to amend the Principal Agreement as hereinafter provided.

NOW THIS AGREEMENT WITNESSETH:

1.

In this Agreement subject to the context —

“Principal Agreement” means the Agreement referred to in

section 2 of the Iron Ore (Hamersley Range) Agreement

Act 1963-1976.

Words and phrases to which meanings are given under clause 1 of the Principal

Agreement (other than words and 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 clause of this Agreement shall not operate unless and

until the Bill to ratify this Agreement referred to in clause 2 hereof is passed as

an Act before the 31st day of December, 1979 or such later date if any as the

parties hereto may mutually agree upon.



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4.

The Principal Agreement is hereby varied by substituting for the

proviso to paragraph (b) of subclause (1) of clause 9 the following —

“PROVIDED THAT from and after the 1st day of July, 1979 the

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

paragraph pay to the State during the currency of this Agreement

an additional rental in respect of the mineral lease equal to

twenty five (25) cents per ton on all iron ore or (as the case may be)

all iron ore concentrates in respect of which royalty is payable under

clause 10(2)(j) hereof (hereinafter in this paragraph called the “royalty

tonnage”) such additional rental to be paid in respect of the same periods

and at the same times as the said royalty is payable under clause 10(2)(k)

hereof but with the qualifications that —

A.

no such additional rental shall be payable in respect of a

royalty tonnage in excess of eight million (8 000 000) tons

for the financial year ending the 30th day of June, 1980;

B.



C.



D.



E.



As at 06 Dec 2017



no such additional rental shall be payable in respect of a

royalty tonnage in excess of ten million (10 000 000) tons

for the financial year ending the 30th day of June, 1981;

no such additional rental shall be payable in respect of the

first seven million seven hundred thousand (7 700 000) tons

of the royalty tonnage (hereinafter for the purposes of

paragraph D and E of this proviso called “the exempt

tonnage”) for each of the financial years ending the 30th day

of June, 1982, 1983 and 1984;

if the royalty tonnage in any of the financial years ending the

30th day of June, 1982, 1983 and 1984 is less than the

exempt tonnage, then that difference may be offset by the

Company against the royalty tonnage in subsequent financial

years;

if the royalty tonnage for the financial year ending the

30th day of June, 1980 does not exceed eight million

(8 000 000) tons and/or the royalty tonnage for the year

ending the 30th day of June, 1981 does not exceed ten

million (10 000 000) tons the exempt tonnage for each of the

financial years ending the 30th day of June, 1982, 1983 and

1984 shall be reduced by an amount arrived at by applying to

seven million seven hundred thousand (7 700 000) the

proportion that the total of any such deficiencies (for the



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financial years ending the 30th day of June, 1980 and 1981)

bears to eighteen million (18 000 000); and”

IN WITNESS WHEREOF these presents have been executed the day and year

first hereinbefore mentioned.

SIGNED by the said THE

HONOURABLE SIR CHARLES

WALTER MICHAEL COURT,

K.C.M.G., O.B.E., M.L.A.



CHARLES COURT



in the presence of —



ANDREW MENSAROS

Minister for Industrial

Development.



THE COMMON SEAL OF

HAMERSLEY

IRON PTY. LIMITED was

hereunto affixed in the



[C.S.]



presence of —



C. A. WATTS,

Director.

L. A. WARNICK,

Secretary.

[Sixth Schedule inserted: No. 26 of 1979 s. 4.]



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Seventh Schedule — Sixth Supplementary Agreement

[s. 2]

[Heading inserted: No. 39 of 1982 s. 4; amended: No. 19 of 2010

s. 4.]

THIS AGREEMENT made this 26th day of April 1982, BETWEEN THE

HONOURABLE RAYMOND JAMES O’CONNOR, 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 HAMERSLEY IRON PTY. LIMITED a company incorporated

under the Companies Act 1961 of the State of Victoria and having its registered

office and principal place of business in that State at 55 Collins Street,

Melbourne and its registered office in the State of Western Australia at

191 Saint George’s Terrace, Perth (hereinafter called “the Company” in

which term shall be included its successors and permitted assigns and

appointees) of the other part.

WHEREAS:

(a) by an agreement made the 30th day of July, 1963 between the

parties hereto (which agreement was approved by and its scheduled

to the Iron Ore (Hamersley Range) Agreement Act 1963 and is

hereinafter referred to as “the 1963 Agreement”) the Company

acquired upon the terms and conditions therein set forth certain

rights interests and benefits and assumed certain obligations with

respect to the exploration for and development of specified iron ore

deposits at Tom Price and the mining transportation processing and

shipment of iron ore therefrom;

(b) the 1963 Agreement has been varied by the following agreements

made between the parties hereto —

(i)

an agreement dated the 27th day of October, 1964 which

agreement was approved by and is scheduled to the Iron Ore

(Hamersley Range) Agreement Act Amendment Act 1964;

(ii)



As at 06 Dec 2017



an agreement dated the 8th day of October, 1968 which

agreement was approved by and is scheduled to the Iron Ore

(Hamersley Range) Agreement Act Amendment Act 1968;

and



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(iii)



(c)



(d)



(e)



(f)



an agreement dated the 9th day of May, 1979 which

agreement was approved by and is scheduled to the Iron Ore

(Hamersley Range) Agreement Act Amendment Act 1979;

the 1963 Agreement as varied by the agreements referred to in

recital (b) hereof hereinafter referred to as “the Principal

Agreement”;



the port townsite and the deposits townsite referred to in the

Principal Agreement have been established by the Company at

Dampier and Tom Price respectively;

by the agreement dated the 8th day of October, 1968 referred to in

paragraph (ii) of recital (b) hereof the Company also acquired

certain rights interests and benefits and assumed certain obligations

with respect to the exploration for and development of the iron ore

deposits specified in that agreement at Paraburdoo and the mining

transportation processing and shipment of iron ore therefrom;

the said agreement dated the 8th day of October, 1968 has been

varied by the following agreements made between the parties

hereto —

(i)



an agreement dated the 10th day of March, 1972 which

agreement was approved by and is scheduled to the Iron Ore

(Hamersley Range) Agreement Act Amendment Act 1972;

and



(ii)



(g)



an agreement dated the 5th day of October, 1976 which

agreement was approved by and is scheduled to the Iron Ore

(Hamersley Range) Agreement Act Amendment Act 1976;

the said agreement dated the 8th day of October, 1968 as varied by

the agreements referred to in recital (f) hereof is hereinafter

referred to as “the Paraburdoo Agreement”;



(h)



the townsite referred to in the Paraburdoo Agreement has been

established by the Company at Paraburdoo; and



(i)



the parties desire to add to and amend the provisions of the

Principal Agreement and the Paraburdoo Agreement.



NOW THIS AGREEMENT WITNESSETH:

1.

Subject to the context the words and expressions used in this Agreement

have the same meanings as they have in and for the purpose of the Principal

Agreement and the Paraburdoo Agreement respectively.



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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 the Bill to ratify this Agreement referred to in clause 2 hereof is passed as

an Act before the 30th day of June, 1982 or such later date if any as the parties

hereto may mutually agree upon.

Variation of Principal Agreement 4.

4.

The Principal Agreement is hereby varied as follows —

(1)



in clause 1 —

(a)



(b)



As at 06 Dec 2017



by inserting, in their appropriate alphabetical positions, the

following definitions —



“housing scheme” means any scheme to be

established by the Company from time to

time pursuant to any proposal approved

under clause 10A hereof for the sale to

employees engaged in the operations of

the Company under this Agreement of

lots of land whether improved or

unimproved; ”;



“local authority” means the council of a

municipality that is a city, town or shire

constituted under the Local Government

Act 1960; ”;



“Minister for Mines” means the Minister in the

Government of the State for the time

being responsible for the administration

of the Mining Act; ”;

by inserting, in the definition of “mineral lease”, after

“thereof” the following —



and according to the requirements of the context

shall describe the area of land from time to time

demised thereby as well as the instrument by

which it is demised and any areas added thereto

pursuant to the provisions of clause 10F

hereof ”;



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(c)



by deleting the definition of “Mining Act” and substituting

the following definition —





(d)



by deleting, in the definition of “townsite”, “in lieu of a

townsite constituted and defined under section 10 of the

Land Act” and substituting the following —



(whether or not such townsite or townsites are

constituted and defined under section 10 of the

Land Act) ”;



(e)



by inserting, after the definition of “year 1”, the following

paragraph —





(f)



(2)



reference in this Agreement to the Company

shall not include persons (other than the parties

to this Agreement) to whom land in the deposits

townsite or the port townsite is or is agreed to

be transferred or otherwise disposed of by the

Company in accordance with a proposal

approved pursuant to clause 10A hereof;”

; and



by inserting, in the paragraph commencing “Reference in

this Agreement to an Act”, after “Act”, where it first occurs,

the following —



other than the Mining Act”.



In clause 9 —

(a) subclause (2) —

(i)



by deleting “For the purposes of subparagraph (i) of

paragraph (b) and paragraph (c) of subclause (1) of

this clause” and substituting the following —



For the purpose of this Agreement ”;



(ii)



by deleting, in paragraph (e),





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“Mining Act” means the Mining Act 1904 and

the amendments thereto and the regulations

made thereunder as in force on the 31st day of

December, 1981; ”;



and



”;



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(iii)



by deleting, in paragraph (f), “Act.” and substituting

the following —





(iv)



”; and



by inserting, after paragraph (f), the following

paragraphs —





(b)



Act;



(g)



the inclusion of a power whereby any

special lease granted to the Company

hereunder may be varied by agreement or

surrendered in whole or in, part; and



(h)



the inclusion of a power whereby any

land granted or leased to the Company

hereunder may be —

(i)

acquired by way of transfer or

exchange from the Company by

the State or any instrumentality of

the State; or

(ii) leased or subleased by the

Company to the State or any

instrumentality of the State. ”.



subclause 4 —

by deleting, in paragraph (b), “nor any of the lands the

subject of any lease or license granted to the Company in

terms of this Agreement” and substituting the following —



nor any lands for the time being owned by the

Company in fee simple hereunder or under any

lease or license issued pursuant to this

Agreement ”.



Additional proposals 4.

(3) By inserting, after clause 10, the following clauses —





10A. (1)

The Company may submit to the Minister from

time to time detailed proposals with respect to the deposits

townsite and/or the port townsite relating to —

(a)



As at 06 Dec 2017



any housing scheme, which may notwithstanding the

provisions of this Agreement include provision for the

sale to employees engaged in the Company’s

operations hereunder of lots of land within the town of

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Karratha of which the Company on the 31st day of

December, 1981 was the lessee or proprietor in fee

simple and which were acquired by the Company for

the purpose of housing its employees;

(b)



the proposed sale by the Company of any land which

on the 30th day of April, 1982, was the subject of a

sublease or an agreement for sublease from the

Company and was used for commercial community

or welfare purposes, to the sublessee thereof or a

successor in title of that sublessee or, with the prior

consent of the Minister, to any other person;



(c)



the transfer to or vesting in the State or the appropriate

instrumentality of the State or the relevant local

authority as the case may be of the ownership, care

control and management, maintenance or preservation

of any service or facility owned and/or operated by the

Company hereunder;



(d)



the vesting in transfer surrender lease or sublease to

the State or the appropriate instrumentality of the State

or the relevant local authority as the case may be of

any land of which the Company is the lessee or

proprietor in fee simple hereunder; or



(e)



any other purpose concerning the use or operation of

the Company’s services or facilities situated in or near

the deposits townsite and/or the port townsite, as the

Minister shall approve.



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

receipt of proposals submitted pursuant to subclause (1) of this

clause give to the Company notice either of —



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(a)



his approval thereof; or



(b)



any objections or alterations desired thereto and in

such case shall afford the Company an opportunity to

consult with and submit new proposals to the

Minister.



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(3) If within two (2) months of receipt of a notice

pursuant to paragraph (b) of subclause (2) of this clause agreement

is not reached as to the said proposals then —

(a) with respect to proposals relating to any of the matters

mentioned in paragraphs (a) or (b) of subclause (1) of

this clause the Company may within a further period

of two months elect by notice to the State to refer to

arbitration as herein provided any dispute as to the

reasonableness of the Minister’s decision. If the

Company does not so elect within such period the said

proposals shall on the expiration of that period lapse;

and

(b) with respect to proposals relating to any of the matters

mentioned in paragraphs (c) (d) or (e) of subclause (1)

of this clause the said proposals shall not be referable

to arbitration hereunder but shall lapse.

(4) The Company shall implement proposals approved

pursuant to this clause or an award made on arbitration as the case

may be in accordance with the terms thereof.

Grant and lease of lands 4.

10B. If a proposal approved pursuant to clause 10A hereof

provides for the surrender by the Company to the State of any land

comprised within a lease granted under or pursuant to this

Agreement the State shall in accordance with such approved

proposal —

(a) grant to the Company in fee simple at a price to be

determined by the Minister for Lands; or

(b) lease to the Company for such terms or periods and on

such terms and conditions (including renewal rights)

as, subject to the approved proposal, shall be

determined by the Minister for Lands

any part or parts of the land surrendered by the Company to the

State in accordance with that proposal.

Authorisation of local authority and certain Ministers to enter

agreements 4.

10C. Where pursuant to any approved proposal as to any of

the matters referred to in clause 10A hereof provision is made for

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the relevant local authority consistent with its functions as a local

authority or an instrumentality of the State to enter into and carry

out any agreement with the Company and/or for the Minister or

respective Ministers administering the Hospitals Act 1927, the

Education Act 1928, the Public Works Act 1902, the Fire Brigades

Act 1942, the Country Areas Water Supply Act 1947, the Country

Towns Sewerage Act 1948 and the State Energy Commission

Act 1979 to enter into and carry out any agreement with the

Company —

(a)



the Local Government Act 1960, the Hospitals

Act 1927, the Education Act 1928, the Public Works

Act 1902, the Fire Brigades Act 1942, the Country

Areas Water Supply Act 1947 the Country Towns

Sewerage Act 1948 and the State Energy Commission

Act 1979 shall for the purposes of implementing such

approved proposals be deemed to be modified by the

inclusion of a power whereby such relevant local

authority instrumentality of the State and/or Minister

or Ministers are authorized and empowered to enter

into and carry out any such agreement; and



(b)



the relevant local authority, instrumentality of the

State and such Minister or Ministers may enter into

and carry out any such agreement notwithstanding the

other provisions of this Agreement.



Release of lands 4.

10D. Notwithstanding the provisions of the Land Act if and

to the extent that an approved proposal so provides, the Minister

for Lands shall not at any time put up for sale or lease to persons

other than the Company 30 or more lots of land as a single release

within any land surrendered by the Company to the State pursuant

to that proposal without first consulting with the Company for the

purpose of ensuring that provision has been made for the

Company’s future development requirements pursuant to this

Agreement.

Sale of lots in housing scheme 4.

10E. (1)

The Company shall, subject to and in

accordance with the relevant approved proposal relating to a

housing scheme, have the right during the currency of this

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Agreement to enter into agreements in a form to be approved by

the Minister to sell any lot the subject of that housing scheme to

an employee engaged in the Company’s operations under this

Agreement and the provisions of sections 13 and 14 of the Sale of

Land Act 1970 shall not apply to any such agreement.

(2) So long as the Company shall be responsible for the

provision and/or maintenance of water, electricity, sewerage or

drainage services to any land granted in fee simple to the Company

pursuant to clause 10B hereof the Company shall, in respect of any

part or parts thereof sold or otherwise disposed of by the Company

in accordance with a proposal approved pursuant to clause 10A

hereof have the right, notwithstanding such sale or other

disposition, to enter that part or parts by itself, its agents or

contractors at any time for the purpose of maintaining, repairing or

replacing (as the case may be) any pipes, drains, cables or other

works relating to such services in or under that land PROVIDED

that the Company shall be responsible for any damage occasioned

by such entry.

Addition to mineral lease 4.

10F. Notwithstanding the provisions of the Mining Act the

Company may apply to the Minister for Mines for inclusion in the

mineral lease of the areas coloured red on the plan marked `C’

(initialled by or on behalf of the parties hereto for the purposes of

identification) except so much thereof as is comprised in Special

Lease No. 3116/4592 (Crown Lease No. 162/1974) and the

Minister for Mines shall subject to the Company surrendering or

causing to be surrendered all rights of occupancy held by the

Company, Hamersley Exploration Pty. Limited, and Mount Bruce

Mining Pty. Limited or any of them to land within the land applied

for, withdrawing all applications previously made by the Company

for mining tenements within the land applied for and surrending

from the mineral lease the areas coloured green on the said plan

marked ‘C’ include the land so applied for in the mineral lease

subject to the same terms and conditions as apply to the mineral

lease (with such apportionment of rents as is necessary)

notwithstanding that the survey of the areas surrendered and the

new areas have not been completed (but subject to correction to

accord with the survey when completed at the Company’s

expense). ”.

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(4)



in clause 11 —

(a) in paragraph (a) by inserting at the end of that paragraph the

following proviso —





(b)



in sub-paragraph (i) of paragraph (d) by inserting at the end

of that sub-paragraph the following proviso —





(c)



PROVIDED that this sub-paragraph shall not apply to

townsite lots or other areas within any land granted to

the Company in fee simple pursuant to clause 10B

hereof unless such lots or areas are then owned by the

Company

”;



in paragraph (g) —

(i)



(5)



PROVIDED that such powers and authorities shall be

modified from time to time to accord with proposals

approved under clause 10A hereof

”;



by deleting “granted to” and substituting the

following —





held by ”; and

(ii) by inserting after “this Agreement,” where it first

occurs, the following —



or in respect of which the Company has

any right to purchase pursuant to a

housing scheme

”.

In clause 20 —



by inserting, after subclause (2), the following subclause —



(3) Where in respect of any land acquired by the

Company under this Agreement the Company makes

any disposition pursuant to any approved proposal as

to any of the matters mentioned in Clause 10A hereof,

then notwithstanding the provisions of subclause (1)

of this clause but subject to any contrary intention

contained in any such approved proposal, the consent

in writing of the Minister shall not be required to any

such disposition nor shall any assignee from the

Company be required to enter into a deed of covenant

as provided in subclause (1) or this clause. ”.



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Sixth Supplementary Agreement



Variation of Paraburdoo Agreement 4.

5.

The Paraburdoo Agreement is hereby varied as follows —

(1)



in clause 1 —

(a)



by deleting the definition of “Principal Agreement” and

substituting the following definition —





(b)



“Principal Agreement” means the agreement defined

in section 2 of the Iron Ore (Hamersley Range)

Agreement Act 1963; ”;



by inserting, in the paragraph commencing “Reference in

this Agreement to an Act”, after “Act”, where it first occurs,

the following —





other than the Mining Act ”; and



(c)



(2)



by inserting, after the said paragraph commencing

“Reference in this Agreement to an Act”, the following

paragraph —



Reference in this Agreement to the Company shall

not include persons (other than the parties to this

Agreement) to whom land in the townsite is or is

agreed to be transferred or otherwise disposed of by

the Company in accordance with a proposal approved

pursuant to clause 7A hereof; ”.

in clause 6 subclause (3) —

by deleting “For the purpose of paragraphs (b) (i) and (c) of

sub-clause (2) of this clause” and substituting the following —



For the purpose of this Agreement ”.



(3)



by inserting, after clause 7, the following clause —





(4)



7A. The provisions of clauses 10A to 10E inclusive

of the Principal Agreement shall apply to and be deemed to

be incorporated in this Agreement as if all references in the

said clauses to “this Agreement” and “the deposits townsite

and/or port townsite” were references to this Agreement and

the townsite defined herein. ”.



in clause 8 —

(a)



by inserting, in paragraph (b), after “7” the following —





As at 06 Dec 2017



and the figure “7A” were substituted for the

figure “10A” ”;

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Iron Ore (Hamersley Range) Agreement Act 1963

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(b)



by inserting, in paragraph (c), after sub-paragraph (ii) the

following sub-paragraph —





(5)



(iii)



the words “clause 10B of the Principal

Agreement as applying to this Agreement” were

substituted for the words “clause 10B

hereof ”.



in clause 11 subclause (1) —

by inserting after “respectively” the following —



and as if the words “clause 10A of the Principal Agreement

as applying to this Agreement were substituted for the words

“clause 10A hereof” in subclauses (3) and (4) of clause 20 of

the Principal Agreement ”.



Acknowledgement by the State 4.

6.

(1) Subject to subclause (2) of this clause, it is acknowledged by the

State that for the purposes of subparagraphs (ii) and (iii) of paragraph (f) of

subclause (1) of clause 10 of the Principal Agreement and subparagraphs (ii)

and (iii) of paragraph (e) of subclause (i) of clause 7 of the Paraburdoo

Agreement the Company has duly —

(a)



laid out and developed the townsites of Dampier, Tom Price

and Paraburdoo and provided therein adequate and suitable

housing, recreational and other facilities and services; and

(b) constructed and provided therein roads, housing, schools,

water and power supplies and other amenities and services,

and that the Company shall have no further obligations to the State with regard

to any of such matters that is or are the subject of proposals approved under

clause 10A of the Principal Agreement or clause 7A of the Paraburdoo

Agreement, except as provided in those proposals or either of them.

(2) If at any time by reason of the expansion of the Company’s

operations or requirements within the said townsites or any of them additional

services facilities or amenities are required, the Company shall negotiate with

the State as to the provision of such additional services facilities or amenities.

Preservation of subleases by Company 4.

7.

If any land within the townsites of Dampier, Tom Price or Paraburdoo

the subject of a special lease granted to the Company under or pursuant to the

Principal Agreement or the Paraburdoo Agreement is surrendered by the

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Company to the State in accordance with a proposal approved pursuant to

clause 10A of the Principal Agreement or that clause as applying to the

Paraburdoo Agreement and is or is subsequently to be granted in fee simple to

the Company by the State pursuant to that proposal and that land is immediately

prior to the surrender thereof, the subject of a sublease granted by the Company

under the special lease then, notwithstanding the surrender of the special lease,

any provision in the sublease or the provisions of any Act or any principle of

law or equity to the contrary, that sublease shall as between the Company and

the sublessee and any person deriving title under the sublessee continue and at

all times remain in full force and effect in accordance with but subject to its

terms as if the special lease out of which it was granted had not been

surrendered.

Sale of ore to Steel Mains Pty. Limited 4.

8.

Notwithstanding anything in the Principal Agreement and the Paraburdoo

Agreement, the sale by the Company of iron ore from the mineral leases the

subject of those Agreements to Steel Mains Pty. Limited for use in the coating

of the undersea pipeline to be constructed for the purposes of the agreement

defined in section 2 of the North West Gas Development (Woodside) Agreement

Act 1979 is authorized and confirmed subject to payment by the Company to the

State of royalty on the sale price ex Dampier stockpiles of all iron ore so sold at

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

Stamp duty exemption 4.

9.

(1) The State shall exempt from any stamp duty which but for the

operation of this clause would or might be chargeable on —

(a)



(b)



(c)



As at 06 Dec 2017



any agreement transfer or other instrument evidencing the

sale or transfer of any lot in fee simple from the Company to

any employee or to the Company from any such employee or

former employee (as the case may be) pursuant to any

proposal relating to a housing scheme approved pursuant to

the Principal Agreement or the Paraburdoo Agreement as

respectively amended by this Agreement;

any agreement transfer or other instrument evidencing the

sale or transfer of any lot in fee simple to the Company from

the Rural and Indusstries Bank of Western Australia

pursuant to any such housing scheme; and

any mortgage to the Company from any employee in respect

of any lot the subject of a transfer from the Company to that

employee referred to in paragraph (a) of this subclause.

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PROVIDED THAT this clause shall not apply to any such agreement transfer

mortgage or other instrument executed or made more than 10 years after the

1st day of May, 1982, other than a transfer by the Company to an employee

pursuant to an agreement (exempt from stamp duty pursuant to subclause (1)(a)

of this clause) entered into prior to the expiration of that period.

(2) For the purposes of sub-clause (1) of this clause the expression

“employee” means any person engaged in the operations of the Company under

the Principal Agreement and/or the Paraburdoo Agreement and employed by the

Company or any associated company engaged in the operations of the Company

thereunder and shall for the purposes of any transfer pursuant to

subclause (1)(a) of this clause include the legal or personal representatives of

any such person.

IN WITNESS WHEREOF this Agreement has been executed by or on behalf of

the parties hereto the day and year first hereinbefore mentioned.

SIGNED by the said THE

HONOURABLE RAYMOND JAMES

O’CONNOR, M.L.A. in the



R. O’CONNOR.



presence of:



PETER JONES,

Minister for Resources Development

THE COMMON SEAL of

HAMERSLEY IRON

PTY. LIMITED was hereto

affixed by authority of the

Directors and in the presence



[C.S.]



of:



Director

Secretary



T. BARLOW

J. R. WOOD

[Seventh Schedule inserted: No. 39 of 1982 s. 4.]



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Iron Ore (Hamersley Range) Agreement Act 1963

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Seventh Supplementary Agreement



Eighth Schedule — Seventh Supplementary Agreement

[s. 2]

[Heading inserted: No. 27 of 1987 s. 6; amended: No. 19 of 2010

s. 4.]

THIS AGREEMENT is made this 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

HAMERSLEY IRON PTY LIMITED a company incorporated in Victoria and

having its principal office in the State of Western Australia at 191 St. George’s

Terrace, Perth (hereinafter called “the Company” in which term shall be

included its successors and assigns) of the other part.

WHEREAS:

(a)



(b)



the State and the Company are the parties to the agreement dated the

30th day of July, 1963 which agreement was approved by and is

scheduled to the Iron Ore (Hamersley Range) Agreement Act 1963;

the said agreement has been varied by the following agreements made

between the parties hereto —

(i)



(ii)



(iii)



(iv)



an agreement dated the 27th day of October, 1964 which

agreement was approved by and is scheduled to the Iron Ore

(Hamersley Range) Agreement Act Amendment Act 1964;

an agreement dated the 8th day of October, 1968 which agreement

was approved by and is scheduled to the Iron Ore (Hamersley

Range) Agreement Act Amendment Act 1968;

an agreement dated the 9th day of May, 1979 which agreement was

approved by and is scheduled to the Iron Ore (Hamersley Range)

Agreement Act Amendment Act 1979; and

an agreement dated the 26th day of April, 1982 which agreement

was approved by and is scheduled to the Iron Ore (Hamersley

Range) Agreement Amendment Act 1982,



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Iron Ore (Hamersley Range) Agreement Act 1963

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and as so varied is referred to in this Agreement as “the Principal

Agreement”;

(c)



the agreement dated the 8th day of October, 1968 referred to in

paragraph (ii) of recital (b) hereof has been varied by the following

agreements made between the State and the Company —

(i)



an agreement dated the 10th day of March, 1972 which agreement

was approved by and is scheduled to the Iron Ore (Hamersley

Range) Agreement Act Amendment Act 1972;



(ii)



an agreement dated the 5th day of October, 1976 which agreement

was approved by and is scheduled to the Iron Ore (Hamersley

Range) Agreement Act Amendment Act 1976; and



(iii)



the agreement dated the 26th day of April, 1982 referred to in

paragraph (iv) of recital (b) hereof,



and as so varied is referred to in this Agreement as “the Paraburdoo

Agreement”;

(d)



the Principal Agreement and the Paraburdoo Agreement contain

provisions with regard to the secondary and further processing of iron ore

intended, where feasible, to further the economic development of the

State; and



(e)



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 and the Paraburdoo Agreement in relation thereto and to

broaden the scope for substitution of alternative investments.



NOW THIS AGREEMENT WITNESSETH —

1.



Subject to the context the words and expressions used in this Agreement

have the same meanings as they have in and for the purpose of the

Principal Agreement and the Paraburdoo Agreement respectively.



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



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Iron Ore (Hamersley Range) Agreement Act 1963

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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 —

by deleting the paragraph commencing “the phases in which it is

contemplated that this Agreement will operate”.



(2)



By deleting clauses 13, 14, 15, 16 and 17.



(3)



Clause 20B —

by deleting, in both cases where it occurs, the following —

“, metallised agglomerates, pig iron, foundry iron or steel”.



(4)



Clause 20C subclause (1) —

by deleting the following —

(a)

(b)



(5)



“or the production or transport or export of metallised

agglomerates or steel”; and

“or metallised agglomerates or steel”.



Clause 23 —

by deleting the following —

“inability to profitably sell metallised agglomerates”.



(6)



Clause 25 —

(a)



by inserting after the clause designation 25 the subclause

designation (1);



(b)



by deleting “Arbitration Act 1895” and substituting the

following —

“Commercial Arbitration Act 1985 and

notwithstanding section 20(1) of that Act each party

may be represented by a duly qualified legal

practitioner or other representative”;



(c)



by inserting the following subclause —

“ (2) The arbitrator determining any submission to

arbitration under this Agreement is hereby empowered

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



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5.



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. ”.

The Paraburdoo Agreement is hereby varied as follows —

(1)



Clause 1 —

(a)



by inserting before the definition of “mineral lease” the

following definition —







(2)



“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) by inserting after the definition of “townsite”, the

following —

“References in this Agreement to provisions of the

Principal Agreement are to those provisions as

amended from time to time;”.

Clause 8 —

by deleting sub-paragraph (i) of paragraph (c) and substituting

the following —

“(i) sub-paragraph (iii) were deleted;”.



(3)



By deleting clauses 9 and 10 and substituting the following

clauses —

“9.



(1)



The Company shall subject to sub-clause (5) of this

clause and to clause 10 of this Agreement —

(a)



page 126



on or before the 1st day of October, 1988

submit to the Minister detailed proposals for

the establishment within the said State of a

plant for the production of metallised

agglomerates containing provision that such

plant will by the 1st day of October, 1990

have the capacity to produce not less than

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one million (1,000,000) tons of metallised

agglomerates annually; and

(b)



(2)



(3)



(4)



(5)



As at 06 Dec 2017



on or before the 1st day of October, 1991

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 1st day of October, 1993.



The provisions of clause 23 of the Principal

Agreement as applying to this Agreement shall not

apply to sub-clause (1) of this clause.

The Minister shall within two 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.

The Company shall (except to the extent otherwise

agreed by the Minister) within 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.

(a)



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

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of the Company’s obligations in respect of

metallised agglomerates pursuant to this clause.

(b)



10.



(1)



(2)



(3)



page 128



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.



If the Company at any time considers that the

establishment of plant for the production of metallised

agglomerates or, as the case may be, the expansion of

the productive capacity of such plant as required to be

proposed or as required pursuant to any proposals

finally approved or determined under clause 9 hereof

(hereinafter called “the metallising 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 in detail the reasons why it

considers the metallising operation is not feasible,

together with supporting data and such other relevant

information as the Minister may require.

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.

(a) 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 refer the matter to arbitration pursuant to

clause 25 of the Principal Agreement as

applying to this Agreement to decide whether

or not the metallising operation is feasible.

(b) If the Company does not request a reference

to arbitration under paragraph (a) of this

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(4)



(5)



As at 06 Dec 2017



sub-clause or if on a reference to arbitration it is

decided that the metallising operation is feasible

the Company shall comply with its obligations

under clause 9 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 metallising 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.

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 metallising 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 metallising 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 9 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

metallising operation (or relevant part thereof).

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 prima

facie feasible and which are formally referred to the

Company by the Minister from time to time.

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(6)



(7)



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.

(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)



page 130



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 Company

shall submit detailed proposals for that

alternative investment.



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(8)



(9)



As at 06 Dec 2017



(d)



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.



(a)



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.



(b)



The provisions of sub-clause (3) of clause 9

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.



(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

presenting economic development within the

said State approximately equivalent to the

metallising 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

identifies 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)



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.



(10) 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 9 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.”.

(4)



Clause 11 —

(a)



sub-clause (1) —

(i)



by deleting “20B, 20C, 21, 23, 24, 25,” and

substituting the following —

“21, 24,”;



(ii)



by deleting “subclauses (3) and (4)” and substituting

the following —

“sub-clause (3)”;



(b)



by inserting after sub-clause (2) the following sub-clauses —

“(2a) The provisions of clauses 20B and 20C of the

Principal Agreement shall apply to and be deemed

incorporated in this Agreement —



page 132



(a)



with respect to clause 20B, as if the passage “or

metallised agglomerates, or to implement

alternative investments,” were inserted after

“iron ore pellets” in both cases where it occurs;

and



(b)



with respect to clause 20C, as if the passage “or

the production or transport or export of

metallised agglomerates or the product of any

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production facility required to be established

pursuant to this Agreement” were inserted after

“pellets” where it first occurs and the passage

“or metallised agglomerates or the product of

any production facility required to be

established pursuant to this Agreement” were

inserted after “pellets” where it secondly

occurs.

(2b) Subject to sub-clause (2) of clause 9 of this

Agreement the provisions of clause 23 of the Principal

Agreement shall apply to and be deemed incorporated

in this Agreement as if the passage “inability to

profitably sell metallised agglomerates or the product

of any production facility required to be established

pursuant to this Agreement” were inserted after “ore”.

(2c) The provisions of clause 25 of the Principal

Agreement shall apply to and be deemed incorporated

in this Agreement with the following variations —

(a)



sub-clause (1) —

by deleting “Commercial Arbitration Act 1985

and notwithstanding section 20(1) of that Act

each party may be represented by a duly

qualified legal practitioner or other

representative” and substituting the

following —

“Commercial Arbitration Act 1985 Provided

That —

(a)



As at 06 Dec 2017



notwithstanding sections 6 and 7 of that

Act if the dispute or difference relates

to —

(i)



the feasibility of the metallising

operation or a part thereof or any

alternative investment;



(ii)



a failure by the Minister to approve

an alternative investment in a case

where he is required not to



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Iron Ore (Hamersley Range) Agreement Act 1963

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withhold unreasonably such

approval; or

(iii)



sub-clause (9)(a) of clause 10

hereof,

the matter, unless the parties agree to the

appointment of a specific single

arbitrator, shall be referred to and settled

by arbitration under that Act by a tribunal

of three (3) arbitrators appointed by the

Minister, of which tribunal one member

shall be a Judge of the Supreme Court of

Western Australia, a Commissioner

appointed pursuant to section 49 of the

Supreme Court Act 1935 or a Queen’s

Counsel and the other members shall

have appropriate technical or economic

qualifications; and

(b)



(b)



notwithstanding section 20(1) of that Act

each party may be represented by a duly

qualified legal practitioner or other

representative”;



sub-clause (2) —

by inserting after “arbitrator” the following —

“or arbitrators as the case may be”; and



(c)



by inserting after sub-clause (2) the following

sub-clause —

“(3) 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 on



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Eighth Schedule

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total capital that would be involved in or in

connection with the investment and the

weighted average cost of capital to the

Company.”.

(5)



Clause 12 —

(a)



in paragraph (a), by deleting “8A,”;



(b)



in paragraph (b) —

(i)



by deleting “clause 9(3) hereof” where it occurs in

sub-paragraphs (i) and (ii) and substituting in each

place the following —

“clause 9(4) hereof”;



(ii)



by deleting sub-paragraph (iii); and



(c)



(6)



in paragraph (c), by deleting “or of its covenants or

obligations under clause 13 of the Principal Agreement

if and while amended by clause 14 of this Agreement”.

By deleting clauses 13 and 14.

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 and on behalf of the said State and its

instrumentalities and MOUNT BRUCE MINING 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



BRIAN BURKE



presence of:



D. PARKER

MINISTER FOR MINERALS

AND ENERGY



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Iron Ore (Hamersley Range) Agreement Act 1963

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THE COMMON SEAL of

HAMERSLEY IRON PTY.

LIMITED was hereunto

affixed by authority of the Directors



[C.S.]



in the presence of:

Director



T. BARLOW



Secretary G. B. BABON

[Eighth Schedule inserted: No. 27 of 1987 s. 6.]



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Ninth Schedule

Eighth Supplementary Agreement



Ninth Schedule — Eighth Supplementary Agreement

[s. 2]

[Heading inserted: No. 60 of 1987 s. 6; amended: No. 19 of 2010

s. 4.]

THIS AGREEMENT made this 27th day of October 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

HAMERSLEY IRON PTY. LIMITED a company incorporated in Victoria and

having its principal office in the State of Western Australia at 191 St. George’s

Terrace, Perth (hereinafter called “the Company” in which term shall be

included its successors and assigns) of the other part.

WHEREAS:

(a)



the State and the Company are the parties to the agreement dated the

30th day of July, 1963 which agreement was approved by and is

scheduled to the Iron Ore (Hamersley Range) Agreement Act 1963;



(b)



the said agreement has been varied by the following agreements made

between the parties hereto —

(i)



an agreement dated the 27th day of October, 1964 which

agreement was approved by and is scheduled to the Iron Ore

(Hamersley Range) Agreement Act Amendment Act 1964;



(ii)



an agreement dated the 8th day of October, 1968 which agreement

was approved by and is scheduled to the Iron Ore (Hamersley

Range) Agreement Act Amendment Act 1968;



(iii)



an agreement dated the 9th day of May, 1979 which agreement was

approved by and is scheduled to the Iron Ore (Hamersley Range)

Agreement Act Amendment Act 1979;



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Iron Ore (Hamersley Range) Agreement Act 1963

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(iv)



(v)



an agreement dated the 26th day of April, 1982 which agreement

was approved by and is scheduled to the Iron Ore (Hamersley

Range) Agreement Amendment Act 1982; and

an agreement dated the 28th day of May, 1987 which agreement

was ratified by and is scheduled to the Iron Ore (Hamersley

Range) Agreement Amendment Act 1987,



and as so varied is referred to in this Agreement as “the Principal

Agreement”;

(c)



the agreement dated the 8th day of October, 1968 referred to in

paragraph (ii) of recital (b) hereof has been varied by the following

agreements made between the State and the Company —

(i)



an agreement dated the 10th day of March, 1972 which agreement

was approved by and is scheduled to the Iron Ore (Hamersley

Range) Agreement Act Amendment Act 1972;



(ii)



an agreement dated the 5th day of October, 1976 which agreement

was approved by and is scheduled to the Iron Ore (Hamersley

Range) Agreement Act Amendment Act 1976;



(iii)



the agreement dated the 26th day of April, 1982 referred to in

paragraph (iv) of recital (b) hereof; and



(iv)



the agreement dated the 28th day of May, 1987 referred to in

paragraph (v) of recital (b) hereof,



and as so varied is referred to in this Agreement as “the Paraburdoo

Agreement”; and

(d)



the parties wish to vary the Principal Agreement and the Paraburdoo

Agreement.



NOW THIS AGREEMENT WITNESSETH —

1.



Subject to the context the words and expressions used in this Agreement

have the same meanings as they have in and for the purpose of the

Principal Agreement and the Paraburdoo Agreement respectively.



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.



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Iron Ore (Hamersley Range) Agreement Act 1963

Ninth Schedule

Eighth Supplementary Agreement



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 31st day of December, 1987 or such later

date if any as the parties may agree.

4.



The Principal Agreement is hereby varied as follows —

(1)



Clause 1 —

by inserting after the definition of “associated company” the

following definition —

“ “Channar Agreement” means the agreement scheduled to the

Iron Ore (Channar Joint Venture) Agreement Act 1987 and

any amendments to that agreement;”.



(2)



Clause 9 sub-clause (1) —

by inserting in the proviso to paragraph (b) after “clause 10(2)(j)”

the following —

“or clause 10(2)(ja)”.



(3)



Clause 10 sub-clause (2) —

(a)



by deleting in subparagraph (viii) of paragraph (j)

“proportionately to the variation of the average of the prices

payable for foundry pig iron f.o.b. Adelaide during the last

full calendar year preceding the date at which the adjustment

is to be made as compared with the average of those prices

during the calendar year 1963.” and subsituting the

following —

“proportionately to the weighted average of sales (invoice

prices) per ton of foundry pig iron sold in Adelaide 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 $44.33 PROVIDED

THAT where information required to determine any price or

other amount for the purposes of this paragraph is not

available such price or other amount shall be agreed between



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Iron Ore (Hamersley Range) Agreement Act 1963

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the Company and the State or, failing agreement, determined

by the Minister.”;

(b)



by inserting after paragraph (j) the following paragraph —

“(ja) pay to the State royalty in accordance with this

Agreement on all iron ore mined by or supplied to the

Company from the mining lease granted pursuant to

the Channar Agreement as if such iron ore were iron

ore from the mineral lease;”.



(4)



By inserting after clause 10F the following clauses —

“10G. If the Company at any time during the continuance of this

Agreement desires to —

(a)



significantly modify expand or otherwise vary any of

its works installations facilities equipment or services

under this Agreement for or in connection with the

provision of services for the purposes of the Channar

Agreement; or



(b)



enter into any agreement with respect to the mining of

iron ore from the mining lease granted under the

Channar Agreement,

the Company shall give notice of such desire to the Minister

and within two months thereafter shall subject to the

provisions of this Agreement submit detailed proposals with

respect to such services or to the mining and recovery of

such iron ore including mining crushing screening handling

transport and storage of the iron ore and plant facilities as the

case may be and in each case measures to be taken for the

protection and management of the environment and such

other matters as the minister may require. The provisions of

clause 7(1) hereof shall mutatis mutandis apply to proposals

submitted pursuant to this clause.

10H. (1)



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If the Channar Agreement ceases or determines during

the currency of this Agreement the Company may

upon the cessation or determination of the Channar

Agreement provided the Company is at that date the

holder of Mineral Lease 4SA pursuant to this

Agreement —

(a) apply to the Minister for Minerals and Energy

for inclusion in Mineral Lease 4SA of so much

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Iron Ore (Hamersley Range) Agreement Act 1963

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Eighth Supplementary Agreement



of the land which was immediately before such

cessation or determination within the mining

lease granted under the Channar Agreement as

the Company desires and the Minister for

Minerals and Energy shall include the land so

applied for in Mineral Lease 4SA subject to

such of the conditions of the said mining lease

as he determines but otherwise subject to the

same terms and conditions as apply to

Mineral Lease 4SA (with such apportionment

of rents as is necessary), notwithstanding that

the survey of such additional land has not been

completed (but subject to correction to accord

with the survey when completed at the

Company’s expense); and

(b)



(2)



As at 06 Dec 2017



in respect of any lease licence easement grant or

other title made under the Channar Agreement

which has ceased or determined pursuant to

clause 40(1)(a) of that Agreement, apply for

similar rights for the purpose of facilitating

mining from areas to be included in Mineral

Lease 4SA pursuant to paragraph (a) of this

clause and the State shall grant or arrange to

have the appropriate authority or other

interested instrumentality of the State grant, for

such periods and on such terms and conditions

(including rental and renewal rights) as shall be

reasonable having regard to the requirements of

the Company, leases and where applicable

licences easements and rights of way for all or

any of the purposes of the Company’s

operations within those mining areas.



The rental or other consideration charged in respect of

any lease licence easement or right of way granted

under the provisions of this clause shall not take into

account the value of any improvements effected to the

land the subject thereof by the Joint Venturers under

the Channar Agreement.”.



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Iron Ore (Hamersley Range) Agreement Act 1963

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Eighth Supplementary Agreement



(5)



Clause 11 —

(a)



paragraph (a) —

by inserting after “townsite” the following —

“and subject to and in accordance with proposals approved

under the Channar Agreement the Company for purposes

related to the Channar Agreement”;



(b)



by inserting after paragraph (a) the following paragraph —

“(aa) that the Company may use or permit to be used any

works installations facilities equipment and services

provided by the Company hereunder for the purpose

of this Agreement for or in connection with the

implementation of proposals approved under the

Channar Agreement;”.



5.



The Paraburdoo Agreement is hereby varied as follows —

(1)



Clause 7 sub-clause (4) —

by inserting after “(j),” the following —

“(ja),”.



(2)



Clause 11 sub-clause (1) —

by inserting after “8(1),” the following —

“10G,”.

THE SCHEDULE



The Agreement of even date herewith 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 of the first part

CMIEC (CHANNAR) PTY. LTD. and CHANNAR MINING PTY. LIMITED

of the second part and HAMERSLEY IRON PTY. LIMITED of the third part.



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Iron Ore (Hamersley Range) Agreement Act 1963

Ninth Schedule

Eighth Supplementary Agreement



IN WITNESS WHEREOF these presents have been executed the day and the

year first hereinbefore written.

SIGNED by the said THE

HONOURABLE BRIAN THOMAS

BURKE, M.L.A. in the



BRIAN BURKE



presence of:



D. PARKER

MINISTER FOR MINERALS AND ENERGY

THE COMMON SEAL OF

HAMERSLEY IRON PTY.

LIMITED was hereunto

affixed by authority of the Directors



(C.S.)



in the presence of:

Director



M. A. O’LEARY



Director



C. J. S. RENWICK

[Ninth Schedule inserted: No. 60 of 1987 s. 6.]



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Iron Ore (Hamersley Range) Agreement Act 1963

Tenth Schedule

Ninth Supplementary Agreement



Tenth Schedule — Ninth Supplementary Agreement

[s. 2]

[Heading inserted: No. 32 of 1990 s. 6; amended: No. 19 of 2010

s. 4.]

THIS AGREEMENT is made this 14th day of June 1990

BETWEEN:

THE HONOURABLE CARMEN MARY LAWRENCE, B.Psych., Ph.D.,

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

HAMERSLEY IRON PTY. LIMITED a company incorporated in Victoria and

having its principal office in the State of Western Australia at 191 St. George’s

Terrace, Perth (hereinafter called “the Company” in which term shall be

included its successors and assigns) of the other part.

WHEREAS:

(a) the State and the Company are the parties to the agreement dated the

30th day of July, 1963 which agreement was approved by and is

scheduled to the Iron Ore (Hamersley Range) Agreement Act 1963;

(b)



the said agreement has been varied by the following agreements made

between the parties hereto —

(i)

an agreement dated the 27th day of October, 1964 which

agreement was approved by and is scheduled to the Iron Ore

(Hamersley Range) Agreement Act Amendment Act 1964;

(ii)



(iii)



page 144



an agreement dated the 8th day of October, 1968 which agreement

was approved by and is scheduled to the Iron Ore (Hamersley

Range) Agreement Act Amendment Act 1968;

an agreement dated the 9th day of May, 1979 which agreement was

approved by and is scheduled to the Iron Ore (Hamersley Range)

Agreement Act Amendment Act 1979;



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Iron Ore (Hamersley Range) Agreement Act 1963

Tenth Schedule

Ninth Supplementary Agreement



(iv)



(v)



an agreement dated the 26th day of April, 1982 which agreement

was approved by and is scheduled to the Iron Ore (Hamersley

Range) Agreement Amendment Act 1982;

an agreement dated the 28th day of May, 1987 which agreement

was ratified by and is scheduled to the Iron Ore (Hamersley

Range) Agreement Amendment Act 1987; and



(vi)



(c)



an agreement dated the 27th day of October, 1987 which

agreement was ratified by and is scheduled to the Iron Ore

(Hamersley Range) Agreement Act (No. 2) 1987,

and as so varied is referred to in this Agreement as “the Principal

Agreement”;

the agreement dated the 8th day of October, 1968 referred to in

paragraph (ii) of recital (b) hereof has been varied by the following

agreements made between the State and the Company —

(i)

an agreement dated the 10th day of March, 1972 which agreement

was approved by and is scheduled to the Iron Ore (Hamersley

Range) Agreement Act Amendment Act 1972;

(ii)



(iii)

(iv)

(v)



an agreement dated the 5th day of October, 1976 which agreement

was approved by and is scheduled to the Iron Ore (Hamersley

Range) Agreement Act Amendment Act 1976;

the agreement dated the 26th day of April, 1982 referred to in

paragraph (iv) of recital (b) hereof;

the agreement dated the 28th day of May, 1987 referred to in

paragraph (v) of recital (b) hereof; and

the agreement dated the 27th day of October, 1987 referred to in

paragraph (vi) of recital (b) hereof,



and as so varied is referred to in this Agreement as “the Paraburdoo

Agreement”; and

(d)



the parties wish to vary the Principal Agreement and the Paraburdoo

Agreement.



NOW THIS DEED WITNESSETH —

1.



Subject to the context the words and expressions used in this Agreement

have the same meanings as they have in and for the purpose of the

Principal Agreement and the Paraburdoo Agreement respectively.



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Iron Ore (Hamersley Range) Agreement Act 1963

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2.



3.



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.

The subsequent clauses of this Agreement shall not operate unless and

until the Bill to ratify this Agreement referred to in clause 2 hereof is

passed as an Act before the 30th day of June, 1990 or such later date if

any as the parties hereto may agree.



4.



The Principal Agreement is hereby varied as follows —

(1)



Clause 1 —

(a)



by deleting the definitions of “direct shipping ore”, “fine

ore”, “fines”, “f.o.b. revenue” and “iron ore concentrates”;



(b)



by inserting, in the appropriate alphabetical positions, the

following 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 at an arm’s length basis the

Company and/or the Minister as the case may be shall

have regard to 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

deemed f.o.b. point are being considered the

deductions mentioned in the definition of f.o.b. value;

“deemed f.o.b. point” means on ship at the Company’s

wharf;

“deemed f.o.b. value” means an agreed or determined

value of the iron ore at the time the iron ore becomes

liable to royalty established on the basis that the iron

ore was sold f.o.b. at the deemed f.o.b. point;



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Ninth Supplementary Agreement



“fine ore” means iron ore (not being iron ore

concentration products) which is nominally sized

minus six millimetres;

“f.o.b. value” means —

(i)



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 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 at 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 Company’s wharf to the

time the same is delivered and accepted by the

purchaser including —

(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

Company’s wharf;

all import taxes by the country of the port

of discharge; and



(7)



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Iron Ore (Hamersley Range) Agreement Act 1963

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(8)



such other costs and charges as the

Minister may in his discretion consider

reasonable in respect of any shipment or

sale;



(ii) 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;

“iron ore” includes iron ore concentration products;

“iron ore concentration products” means saleable

products from iron ore which has —

(i)



been treated in the Heavy Medium Drum

Plants, the Heavy Medium Cyclone Plant or the

Wet High Intensity Magnetic Separation Plant

of the Mount Tom Price concentration plant; or



(ii)



passed through the primary wet screens of the

Mount Tom Price concentration plant with the

intention that it would be treated in the said

Heavy Medium Drum Plants, Heavy Medium

Cyclone Plant or Wet High Intensity Magnetic

Separation Plant but which was not able to be

so treated in the normal course of operating

practice because of malfunction in any of those

plants or maintenance or repair of or operational

plant surges of the feed to any of those plants.

The Minister may approve other iron ore upgrading

plants of the Company for the purpose of this

definition;

“lump ore” means iron ore (not being iron ore

concentration products) which is nominally sized

plus six millimetres minus thirty millimetres;”;

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Iron Ore (Hamersley Range) Agreement Act 1963

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Ninth Supplementary Agreement



(c)



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”;



(d)



in the definition of “metallised agglomerates”, by deleting

“iron ore concentrates” and substituting the following —

“iron ore concentration products”;



(e)



(2)



in the definition of “mineral lease”, by inserting after “10F”

the following —

“or 10I”.



Clause 9(1)(b) —

in the proviso, by deleting “concentrates” and substituting the

following —

“concentration products”.



(3)



Clause 10(2)(j) —

by deleting paragraph (j) of clause 10(2) and substituting the

following paragraph —

“(j) pay to the State royalty on all iron ore from the mineral lease

(other than iron ore shipped solely for testing purposes and

in respect of which no purchase price or other consideration

is payable or due) as follows —

(i)

on lump ore and on fine ore where such fine ore is not

sold or shipped separately as such at the rate

of 7.5% of the f.o.b. value;

(ii)

(iii)

(iv)



on fine ore sold or shipped separately as such at the

rate of 3.75% of the f.o.b. value;

on iron ore concentration products at the rate

of 3.25% of the f.o.b. value;

on all other iron ore of whatever kind at the rate of

7.5% of the f.o.b. value.



Where iron ore concentration products 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 concentration

products so produced being equal to the proportion that the amount

of iron in the iron ore from the mineral lease used in the production

of those iron ore concentration products bears to the total amount

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

iron ore from the mineral lease;”.

(4)



Clause 10(2)(k) —

(a)



by deleting “or iron ore concentrates the subject of royalty

hereunder and shipped sold” and substituting the

following —

“(and in respect of iron ore concentration products

specifying whether they fall within paragraph (i) or (ii) of

the definition of iron ore concentration products) the subject

of royalty hereunder and shipped sold transferred or

otherwise disposed of”;



(b)



by deleting “of iron ore concentrates produced or iron ore

used and in respect of all iron ore shipped or sold” and

substituting the following —

“thereof or if the f.o.b. value is not then finally calculated,

agreed or determined”;



(c)



by inserting after “of such iron ore” the following —

“or on the basis of estimates as agreed or determined”;



(d)



by deleting “f.o.b. revenue realised in respect of the

shipments shall have been ascertained” and substituting the

following —

“f.o.b. value shall have been finally calculated, agreed or

determined”.



(5)



Clause 10(2)(n) —

(a)



by inserting after “the Company” the following —

“including contracts”;



(b)



deleting “f.o.b. revenue payable in respect of any shipment

of iron ore hereunder the Company will take reasonable

steps” and substituting the following —

“f.o.b. value in respect of any shipment sale transfer or other

disposal or use or production of iron ore 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)”;



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(c)



by deleting “hereunder; and” and substituting the following “hereunder.”.



(6)



By deleting clause 10(2)(o).



(7)



By inserting after clause 10H the following clause —

Brockman No. 2 Detritals Deposit

“10I. (1)



Notwithstanding the provisions of the Mining Act or

the Mining Act 1978 the Company may on or before

the 1st day of October, 1990 or such later date as the

parties may agree apply to the Minister for Mines for

inclusion in the mineral lease of such of the land

coloured red on the plan marked ‘D’ (initialled by or

on behalf of the parties hereto for the purpose of

identification) as the Company at the time of such

application holds under exploration licences granted

under the Mining Act 1978 and the Minister for Mines

shall, subject to the Company surrendering the lands

so applied for out of the exploration licences include

the land so applied for (hereinafter called “the

Brockman No. 2 Detritals Deposit”) in the mineral

lease by endorsement on the mineral lease subject to

such of the conditions of the surrendered exploration

licences 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 the Brockman

No. 2 Detritals Deposit has not been completed but

subject to correction to accord with the survey when

completed at the Company’s expense.



(2)



On or before the 1st day of October, 1990 (or

thereafter within such extended time as the Minister

may allow as hereinafter provided) the Company shall

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 the mining of iron ore from

the Brockman No. 2 Detritals Deposit and the



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transportation of iron ore mined to the Company’s

Paraburdoo-Dampier railway which proposals shall

make provision for the necessary workforce and

associated population required to enable the Company

to mine and recover iron ore from the Brockman No. 2

Detritals Deposit and shall include the location, area,

layout, design, quantities, 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



page 152



(a)



the mining and recovery of iron ore including

mining crushing screening handling transport

and storage of iron ore and plant facilities;



(b)



roads;



(c)



housing and accommodation for the persons

engaged in the development and/or mining of

the Brockman No. 2 Detritals Deposit and

associated activities including the provision of

utilities, services and associated facilities;



(d)



water supply;



(e)



power supply;



(f)



iron ore transportation;



(g)



airstrip and other airport facilities and services;



(h)



any other works, services or facilities desired by

the Company;



(i)



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;



(j)



any leases licences or other tenures of land

required from the State; and



(k)



an environmental management programme as to

measures to be taken, in respect of the

Company’s activities at the Brockman

No. 2 Detritals Deposit, for rehabilitation and

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the protection and management of the

environment.

(3)



The proposals pursuant to subclause (2) of this clause

may with the approval of the Minister or if so required

by him be submitted separately and in any order as to

the matter or matters mentioned in one or more of

paragraphs (a) to (k) of that subclause.



(4)



On receipt of the said proposals the Minister shall

subject to the Environmental Protection Act 1986 —

(a)



approve of the said proposals either wholly or

in part without qualification or reservation; or



(b)



defer consideration of or decision upon the

same until such time as the Company submits a

further proposal or proposals in respect of some

other of the matters mentioned in subclause (2)

of this clause not covered by the said proposals;

or



(c)



require as a condition precedent to the giving of

his approval to the said proposals that the

Company makes such alteration thereto or

complies with such conditions in respect thereto

as he (having regard to the circumstances

including the overall development of and the

use of other parties as well as the Company of

all or any of the facilities proposed to be

provided) thinks reasonable and in such a case

the Minister shall disclose his reasons for such

conditions



PROVIDED ALWAYS that where implementation of

any proposals hereunder has been approved pursuant

to the Environmental Protection Act 1986 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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(5)



(6)



(7)



(8)



(9)



page 154



The Minister shall within two months after receipt of

the said proposals or, if applicable, within two months

of service on him of an authority under section 45(7)

of the Environmental Protection Act 1986 give notice

to the Company of his decision in respect of the same.

If the decision of the Minister is as mentioned in either

of paragraphs (b) or (c) of subclause (4) of this clause

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.

If the decision of the Minister is as mentioned in either

of paragraphs (b) or (c) of subclause (4) of this clause

and the Company considers that the decision is

unreasonable the Company within two months after

receipt of the notice mentioned in subclause (5) of this

clause 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 (4) of this clause

shall not be referable to arbitration hereunder.

The Company may withdraw its proposals submitted

pursuant to subclause (2) of this clause at any time

before approval thereof or, where any decision of the

Minister in respect thereof is referred to arbitration,

within 3 months after the award by notice to the

Minister that it shall not be proceeding with the

proposed mining of the Brockman No. 2 Detritals

Deposit.

The Company shall implement the proposals as

approved by the Minister or an award made on

arbitration (except where the proposals are withdrawn)

as the case may be in accordance with the terms

thereof and in such implementation shall comply with

all requirements in connection with the protection of

the environment that may be made by the State or by

any State agency or instrumentality or any local or



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other authority or statutory body of the State pursuant

to any Act from time to time in force.



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(10) (a)



If the Company at any time during the

continuance of this Agreement desires to

significantly modify expand or otherwise vary

its activities at the Brockman No. 2 Detritals

Deposit beyond those specified in any proposals

approved or determined under this clause it

shall give notice of such desire to the Minister

and if required by the Minister within two

months of the giving of such notice shall submit

to the Minister within such period as the

Minister may reasonably allow detailed

proposals in respect of all matters covered by

such notice and such of the other matters

mentioned in paragraphs (a) to (k) of

subclause (2) of this clause as the Minister may

require. The provisions of subclauses (3) to (8)

of this clause shall mutatis mutandis apply to

detailed proposals submitted pursuant to this

subclause. The Company shall implement the

proposals as approved by the Minister or an

award made on arbitration as the case may be in

accordance with the terms thereof and the

provisions of subclause (9) of this clause.



(b)



If the Minister does not require the Company to

submit proposals under paragraph (a) of this

subclause the Company may, subject to

compliance with all applicable laws, proceed

with the modification expansion or variation of

its activities the subject of the notice to the

Minister under that paragraph.



(11) (a)



The Company shall, in respect of the matters

referred to in paragraph (k) of subclause (2) of

this clause and which are the subject of

proposals approved or determined under this

clause carry out a continuous programme

including monitoring to ascertain the

effectiveness of the measures it is taking

pursuant to such proposals for rehabilitation and

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the protection and management of the

environment and shall as and when reasonably

required by the Minister from time to time (but

not more frequently than once in every

twelve months) submit to the Minister a

detailed report thereon.

(b)



Whenever as a result of its monitoring under

paragraph (a) of this subclause or otherwise

information becomes available to the Company

which in order to more effectively rehabilitate,

protect or manage the environment may

necessitate or could require any changes or

additions to any proposals approved or

determined under this clause or require matters

not addressed in any such proposals to be

addressed the Company shall forthwith notify

the Minister thereof and with such notification

shall submit a detailed report thereon.



(c)



The Minister may within two (2) months of the

receipt of a detailed report pursuant to

paragraphs (a) or (b) of this subclause notify the

Company that he requires additional detailed

proposals to be submitted in respect of all or

any of the matters the subject of the report and

such other matters as the Minister may require.



(d)



The Company shall within two months of the

receipt of a notice given pursuant to

paragraph (c) of this subclause submit to the

Minister additional detailed proposals as

required and the provisions of subclauses (4),

(5), (6), (7), (9) and (10) of this clause and this

subclause shall mutatis mutandis apply in

respect of such proposals.

(12) The Company shall, in respect of its activities at the

Brockman No. 2 Detritals Deposit in lieu of the

provisions of clause 10(2)(i) of this Agreement —

(a) except in those cases where the Company can

demonstrate it is impracticable so to do, use

labour available within Western Australia or if

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Iron Ore (Hamersley Range) Agreement Act 1963

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(b)



(c)



(d)



(e)



As at 06 Dec 2017



such labour is not available then, except as

aforesaid, use labour otherwise available within

Australia;

as far as it is reasonable and economically

practicable so to do, use the services of

engineers surveyors architects and other

professional consultants experts and specialists,

project managers, manufacturers, suppliers and

contractors resident and available within

Western Australia or if such services are not

available within Western Australia then, as far

as practicable as aforesaid, use the services of

such persons otherwise available within

Australia;

during design and when preparing

specifications calling for tenders and letting

contracts for works materials plant equipment

and supplies (which shall at all times, except

where it is impracticable so to do, use or be

based upon Australian Standards and Codes)

ensure that Western Australian and Australian

suppliers manufacturers and contractors are

given fair and reasonable opportunity to tender

or quote;

give proper consideration and where possible

preference to Western Australian suppliers

manufacturers and contractors when letting

contracts or placing orders for works, materials,

plant, equipment and supplies where price

quality delivery and service are equal to or

better than that obtainable elsewhere or, subject

to the foregoing, give that consideration and

where possible preference to other Australian

suppliers manufacturers and contractors;

if notwithstanding the foregoing provisions of

this subclause a contract is to be let or an order

is to be placed with other than a Western

Australian or Australian supplier, manufacturer

or contractor, give proper consideration and

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(f)



(g)



(h)



page 158



where possible preference to tenders

arrangements or proposals that include

Australian participation;

except as otherwise agreed by the Minister in

every contract entered into with a third party for

the supply of services labour works materials

plant equipment and supplies require as a

condition thereof that such third party shall

undertake the same obligations as are referred

to in paragraphs (a) — (e) of this subclause and

shall report to the Company concerning such

third party’s implementation of that condition;

submit a report to the Minister at monthly

intervals or such longer period as the Minister

determines commencing from the 1st day of

October, 1990 concerning its implementation of

the provisions of this subclause together with a

copy of any report received by the Company

pursuant to paragraph (f) of this subclause

during that month or longer period as the case

may be PROVIDED THAT the Minister may

agree that any such reports need not be

provided in respect of contracts of such kind or

value as the Minister may from time to time

determine; and

keep the Minister informed on a regular basis as

determined by the Minister from time to time or

otherwise as required by the Minister during the

currency of this Agreement of any services

(including any elements of the project

investigations design and management) and any

works materials plant equipment and supplies

that it may be proposing to obtain from or have

carried out or permit to be obtained from or

carried out outside Australia together with its

reasons therefor and shall as and when required

by the Minister consult with the Minister with

respect thereto.



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(13) The Company shall be responsible for the provision

at no cost to the State in Tom Price of suitable

accommodation if required for its employees and

the dependants of its employees and for other persons

(and dependants of those persons) engaged in the

development and/or mining of the

Brockman No. 2 Detritals Deposit and associated

activities.

(14) The Company shall except as otherwise agreed by the

Minister 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 in Tom Price to the extent to which those

additional works and services are made necessary by

reason of the persons (and their dependants) engaged

in the development and/or mining of the Brockman

No. 2 Detritals Deposit and associated activities

residing therein or by reason of the Company’s

activities in relation to the Brockman No. 2 Detritals

Deposit or such proportion of any such cost as may be

agreed by the Minister taking into account the

permanent or temporary nature of the services or

facilities. The additional services, works and

associated equipment referred to in this subclause

shall be provided by the State (or the State shall cause

the same to be provided) to a standard normally

adopted by the State in providing new services works

and associated equipment in similar cases in

comparable towns.

(15) The Company shall confer with the Minister and the

relevant local authority with a view to assisting in the

cost of providing at Tom Price appropriate community

recreation, civic, social and commercial amenities if

required as a result of the development and/or mining

of the Brockman No. 2 Detritals Deposit and

associated activities.”.



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5.



The Paraburdoo Agreement is hereby varied as follows —

(1) Clause 6(2)(b) —

in the proviso, by deleting “concentrates” in both cases where it

occurs and substituting in each place the following —

“concentration products”.

(2)



Clause 7(4) —

(a)



by deleting “, (n) and (o)” and substituting the following —

“and (n)”;



(b)



in paragraph (f), by deleting “therefrom:” and substituting

the following —

“therefrom.”;



(c)



by deleting paragraph (g).



IN WITNESS WHEREOF these presents have been executed the day and the

year first hereinbefore written.

SIGNED by the said

THE HONOURABLE CARMEN

MARY LAWRENCE, B.Psych.,

Ph.D., M.L.A., in the



CARMEN LAWRENCE



presence of:



J. M BERINSON

MINISTER FOR RESOURCES

THE COMMON SEAL of

HAMERSLEY IRON PTY.

LIMITED was hereunto

affixed by authority

of the Directors in the



[C.S.]



presence of:

Director

Secretary



M. A. O’LEARY

G. BABON

[Tenth Schedule inserted: No. 32 of 1990 s. 6.]



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Iron Ore (Hamersley Range) Agreement Act 1963

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Eleventh Schedule — Tenth Supplementary Agreement

[s. 2]

[Heading inserted: No. 42 of 1992 s. 6; amended: No. 19 of 2010

s. 4.]

THIS AGREEMENT is made this 25th day of May 1992

BETWEEN:

THE HONOURABLE CARMEN MARY LAWRENCE, B. Psych., Ph.D.,

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

HAMERSLEY IRON PTY. LIMITED A.C.N. 004 558 276 a company

incorporated in Victoria and having its principal office in the State of Western

Australia at 191 St. George’s Terrace, Perth (hereinafter called “the Company”

in which term shall be included its successors and assigns) of the other part.

WHEREAS :

(a) the State and the Company are the parties to the agreement dated the

30th day of July, 1963 which agreement was approved by and is

scheduled to the Iron Ore (Hamersley Range) Agreement Act 1963;

(b)



the said agreement has been varied by the following agreements made

between the parties hereto —

(i)

an agreement dated the 27th day of October, 1964 which

agreement was approved by and is scheduled to the Iron Ore

(Hamersley Range) Agreement Act Amendment Act 1964;

(ii)



(iii)



an agreement dated the 8th day of October, 1968 which agreement

was approved by and is scheduled to the Iron Ore (Hamersley

Range) Agreement Act Amendment Act 1968;

an agreement dated the 9th day of May, 1979 which agreement was

approved by and is scheduled to the Iron Ore (Hamersley Range)

Agreement Act Amendment Act 1979;



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(iv)



(v)



an agreement dated the 26th day of April, 1982 which agreement

was approved by and is scheduled to the Iron Ore (Hamersley

Range) Agreement Amendment Act 1982;

an agreement dated the 28th day of May, 1987 which agreement

was ratified by and is scheduled to the Iron Ore (Hamersley

Range) Agreement Amendment Act 1987;



(vi)



an agreement dated the 27th day of October, 1987 which

agreement was ratified by and is scheduled to the Iron Ore

(Hamersley Range) Agreement Act (No. 2) 1987, and

(vii) an agreement dated the 14th day of June, 1990 which agreement

was ratified by and is scheduled to the Iron Ore (Hamersley

Range) Agreement Amendment Act 1990,

and as so varied is referred to in this Agreement as “the Principal

Agreement”;

(c)



the agreement dated the 8th day of October, 1968 referred to in

paragraph (ii) of recital (b) hereof has been varied by the following

agreements made between the State and the Company —

(i)



(ii)



(iii)



an agreement dated the 10th day of March, 1972 which agreement

was approved by and is scheduled to the Iron Ore (Hamersley

Range) Agreement Act Amendment Act 1972;

an agreement dated the 5th day of October, 1976 which agreement

was approved by and is scheduled to the Iron Ore (Hamersley

Range) Agreement Act Amendment Act 1976;

the agreement dated the 26th day of April, 1982 referred to in

paragraph (iv) of recital (b) hereof;



(iv)



the agreement dated the 28th day of May, 1987 referred to in

paragraph (v) of recital (b) hereof;

(v) the agreement dated the 27th day of October, 1987 referred to in

paragraph (vi) of recital (b) hereof; and

(vi) the agreement dated the 14th day of June, 1990 referred to in

paragraph (vii) of recital (b) hereof,

and as so varied is referred to in this Agreement as “the Paraburdoo

Agreement”; and

(d)



the parties wish to vary the Principal Agreement and the Paraburdoo

Agreement.



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NOW THIS DEED WITNESSETH —

1.



Subject to the context the words and expressions used in this Agreement

have the same meanings as they have in and for the purpose of the

Principal Agreement and the Paraburdoo Agreement respectively.



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 as referred to in clause 2 hereof is

passed as an Act before the 31st day of December, 1992 or such

later date if any as the parties hereto may mutually agree upon; and

(b)



4.



a Bill to ratify an agreement of even date herewith between the

State of the first part the Company and Hamersley Resources

Limited of the second part and Australian Mining and Smelting

Limited of the third part is passed as an Act before the 31st day of

December, 1992 or such later date if any as the parties hereto may

mutually agree upon.



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.

The Principal Agreement is hereby varied as follows —

(1)



Clause 1 —

(a)



(b)



in the definition of “mineral lease”, by deleting “or 10I” and

substituting the following —



, 10I or 10J”;

by deleting the definition of “Mining Act” and substituting

the following definitions —





“Mining Act 1904” means the Mining Act 1904 and

the amendments thereto and the regulations made

thereunder as in force on the 31st day of December,

1981;

“Mining Act 1978” means the Mining Act 1978;”;



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(c)



in the definition of “Minister for Mines”, by inserting after

“Act” the following —

“1904 and the Mining Act 1978”;



(d)



in the paragraph commencing “reference in this Agreement

to an Act”, by inserting after “Mining Act” the following —

“1904”;



(e)



by inserting, in the appropriate alphabetical positions, the

following definitions —





“mining lease” means the mining lease referred to in

clause 10K hereof and includes any renewal thereof

and according to the requirements of the context shall

describe the area of land from time to time demised

thereby as well as the instrument by which it is

demised;

“Wittenoom mining areas” means the areas delineated

and coloured red on the plan marked “E” initialled by

or on behalf of the parties hereto for the purpose of

identification;

“Wittenoom rights of occupancy” means the rights of

occupancy of the Wittenoom mining areas granted in

respect of Temporary Reserves Nos. 5617H, 5618H,

5619H, 5620H, 5623H, 5624H, 5625H, 5585H and

5587H and includes any renewals thereof;”.



(2)



Clause 2 paragraph (a) —

by inserting after “Act” the following —

“1904”.



(3)



Clause 9 subclause (1) —

(a)



in paragraph (b), by inserting after “Mining Act” the

following —

“1904”;



(b)



in paragraph (c) —

(i)



page 164



by deleting “machinery and tailings leases (including

leases for the dumping of overburden) and such other

leases licenses reserves and tenements under the

Mining Act or” and substituting the following —

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(ii)



“general purpose leases, miscellaneous licences and

mining leases (but not for iron) under the Mining

Act 1978 and such other leases licences and reserves”;

by deleting “lease;” and substituting the following —

“lease and as the Minister may

approve. Notwithstanding the Mining Act 1978 —

(i)



the Company may with the prior approval of the

Minister for Mines apply from time to time for

general purpose leases for the purposes of its

operations under this Agreement in respect of

areas of land greater than the maximum area

provided for under that Act;



(ii)



(4)



where land applied for by the Company as a

general purpose lease, miscellaneous licence or

mining lease under this paragraph is vacant

Crown land or land held by the Company under

a pastoral lease, the application may be dealt

with and granted by the Minister for Mines as if

the land applied for was land that had been

exempted from the provisions of Part IV of the

Mining Act 1978 pursuant to section 19 of

that Act.”.

Clause 9 subclause (4)(a) —

(a)



by deleting “Mining Act” and substituting the following —

“Mining Act 1904 or the Mining Act 1978”.



(b)

(5)



by inserting after “mineral lease” the following —

“or the mining lease”.



Clause 10 subclause (2)(e) —

by inserting after “mineral lease” the following —

“and all iron ore mined from the mining lease”.



(6)



Clause 10 subclause (2)(g) —

by inserting after “mineral lease” the following —

“and the mining lease”.



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(7)



Clause 10 subclause (2)(j) —

(a) by inserting after “mineral lease”, where it first occurs, the

following —

“and all iron ore from the mining lease”;

(b)



by inserting after “mineral lease”, where it secondly occurs,

the following “and the mining lease or either of them”;



(c)



(8)



by inserting after “mineral lease”, where it thirdly and

fourthly occurs, the following —

“and the mining lease or such one of them as the case

may be”.



Clause 10E subclause (1) —

by deleting “in a form to be approved by the Minister”.



(9)



Clause 10F —

by inserting after “Act” the following —

“1904 or the Mining Act 1978”.



(10) Clause 10H subclause (1)(a) —

by deleting “Minerals and Energy” in both places where it occurs

and substituting in each place the following —

“Mines”.

(11) Clause 10I subclause (1) —

by deleting “Mining Act or” and substituting the following —

“Mining Act 1904 or”.

(12) Clause 10I subclause (11) —

by deleting subclause (11) and substituting the following

subclause —

“(11) (a)



page 166



The Company shall, in respect of the matters referred

to in paragraph (k) of subclause (2) of this clause and

which are the subject of proposals approved or

determined under this clause (hereinafter called “the

approved proposals”) carry out a continuous

programme of investigation, research and monitoring

to ascertain the effectiveness of the measures it is

taking both generally and pursuant to the approved

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proposals as the case may be for protection and

management of the environment.

(b)



The Company shall during the currency of this

Agreement submit to the Minister —

(i)

not later than the 30th day of June, 1993 and the

30th day of June in each year thereafter (except

those years in which a comprehensive report is

required to be submitted pursuant to

subparagraph (ii) of this paragraph) a brief

report concerning investigations and research

carried out pursuant to paragraph (a) of this

subclause and the implementation by the

Company of the elements of the approved

proposals relating to the protection and

management of the environment in the year

ending the 30th day of April immediately

preceding the due date for the brief report; and

(ii)



As at 06 Dec 2017



not later than the 30th day of June, 1995 and the

30th day of June in each third year thereafter if

so requested by the Minister from time to time,

a comprehensive report on the result of such

investigations and research and the

implementation by the Company of the

elements of the approved proposals relating to

the protection and management of the

environment during the three year period

ending the 30th day of April immediately

preceding the due date for the detailed report

and the programme proposed to be undertaken

by the Company during the following three year

period in regard to investigation and research

under paragraph (a) of this subclause and the

implementation by the Company of the

elements of the approved proposals relating to

the protection and management of the

environment.



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(c)



The Minister may within two (2) months of receipt of

a report pursuant to subparagraph (ii) of paragraph (b)

of this subclause notify the Company that he —

(i)

requires amendment of the report and/or

programme for the ensuing 3 years; or

(ii) requires additional detailed proposals to be

submitted for the protection and management of

the environment.



(d)



The Company shall within two (2) months of receipt

of a notice pursuant to subparagraph (i) of

paragraph (c) of this subclause submit to the Minister

an amended report and/or programme as required.

The Minister shall afford the Company full

opportunity to consult with him on his requirements

during the preparation of any amended report or

programme.



(e)



The Minister may within 1 month of receipt of an

amended report or programme pursuant to

paragraph (d) of this subclause notify the Company

that he requires additional detailed proposals to be

submitted for the protection and management of the

environment.

(f)

The Company shall within two months of the receipt

of a notice given pursuant to subparagraph (ii) of

paragraph (c) or paragraph (e) of this subclause submit

to the Minister additional detailed proposals as

required and the provisions of subclauses (4), (5), (6),

(7), (9) and (10) of this clause and this subclause shall

mutatis mutandis apply in respect of such proposals.”.

(13) By inserting after Clause 10I the following clause —

Additional areas

“10J. (1)



page 168



Notwithstanding the provisions of the Mining

Act 1904 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

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(2)



(3)



(4)



As at 06 Dec 2017



of the mineral lease shall not at any time exceed

300 square miles. 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 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 correction to accord with the survey when

completed at the Company’s expense.

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.

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.

The provisions of subclauses (2) - (15) of clause 10I

of this Agreement shall apply to proposals under this

clause and mining and other activities carried on the

areas the subject of proposals under this clause mutatis

mutandis and as if —

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(a)



references in those subclauses to the Brockman

No. 2 Detritals Deposit were references to the

areas added to the mineral lease pursuant to this

clause; and



(b)



the words “the 1st day of October, 1990” in

sub-clause (12)(g) thereof were substituted by

the words “the date of the Company’s notice

under subclause (3) of this clause”.



(14) By inserting after Clause 10J the following clause —

Wittenoom mining areas

“10K. (1)



(2)



page 170



From and after the coming into operation of the

agreement ratified by the Iron Ore (Hamersley Range)

Agreement Amendment Act 1992 and the release and

surrender by Hamersley Resources Limited to the

State of all its right title and interest in and to the

Wittenoom rights of occupancy to the intent that

thereafter the rights of occupancy shall be vested

solely in the Company, the Company shall hold the

Wittenoom rights of occupancy pursuant to this

Agreement and as though they had been originally

granted under this Agreement and the State shall

thereafter cause to be granted to the Company as may

be necessary successive renewals of such rights of

occupancy as have not been surrendered by the

Company pursuant to subclause (5) of this clause

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

the same rental and on the same terms as the existing

rights of occupancy) the last of which renewals

notwithstanding its currency shall expire —

(i)



on the date of application for inclusion of land

in the mining lease by the Company under

subclause (8) of this clause;



(ii)



on the 31st day of December, 1999; or



(iii)



on the determination of this Agreement

pursuant to its terms;



whichever shall first happen.

(a) Insofar as has not already been done to the

satisfaction of the Minister the Company will

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commence forthwith and carry out at its

expense (with the assistance of experienced

consultants where appropriate) —

(i)

a thorough geological and (as necessary)

geophysical investigation of the iron ore

deposits in the Wittenoom mining areas

and the testing and sampling of such

deposits;

(ii)



(iii)



(iv)



(v)



a general reconnaissance of the various

sites of proposed operations pursuant to

the Agreement together with the

preparation of suitable maps and

drawings;

an engineering investigation of the route

for a railway or other means of transport

to serve the Wittenoom mining areas and

other areas the subject of this clause;

a study of the technical and economic

feasibility of the mining transporting

processing and shipping of iron ore from

Wittenoom mining areas;

housing and accommodation for the

workforce for operations on the

Wittenoom mining areas and other areas

the subject of this clause;



(vi)



(b)



As at 06 Dec 2017



the investigation in areas approved by the

Minister of suitable water supplies for

mining industrial and townsite purposes;

(vii) metallurgical and market research.

The Company shall collaborate with and keep

the State fully informed at least annually with

the first report on or before the 1st day of

December 1992 as to the progress and results of

the Company’s operations under paragraph (a)

of this subclause. 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

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(c)



(d)



page 172



subclause and with copies of all findings made

and reports prepared by them.

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 subclause the Company

shall cooperate 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 subclause.

On and after the grant of the mining lease the

provisions of paragraphs (a), (b) and (c) of this

subclause shall not apply to the land the subject

of the mining lease.



(3)



On or before the 28th day of February, 1993 (or

thereafter within such extended time as the Minister

may allow as hereinafter provided) the Company shall

submit to the Minister its detailed proposals with

respect to the mining of iron ore within that part or

those parts of the Wittenoom mining areas as the

Company then desires to commence mining

operations.



(4)



The provisions of subclauses (2) - (15) of clause 10I

of this Agreement shall apply to proposals under

subclause (3) of this clause and mining and other

activities carried on the areas the subject of proposals

under that subclause mutatis mutandis and as if —

(a) references in those subclauses to the Brockman

No.2 Detritals Deposit were references to the

Wittenoom mining areas or, after the grant of

the mining lease, to the mining lease;

(b) there were inserted in subclause (2)(f) thereof

after “transportation” the following —

“and a railway within portion of the land shown

coloured blue on the said plan marked “E” and

associated borrow pits within that land”; and



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(c)



(5)



(6)



As at 06 Dec 2017



the words “October, 1990” in subclause (12)(g)

thereof were substituted by the words

“November, 1992”.

On application made by the Company not later than

14 days after all its proposals submitted pursuant to

subclause (3) of this clause have been approved or

determined for a mining lease for the mining of iron

ore of the part or parts (not exceeding in total area

65 square miles and in the shape of a rectangular

parallelogram or rectangular parallelograms or as near

thereto as is practicable) of the Wittenoom mining

areas as are the subject of the proposals the State shall,

upon the surrender by the Company of the Wittenoom

rights of occupancy if the area applied for is 65 square

miles or if the area applied for is less than 65 square

miles then upon the surrender of the rights of

occupancy in respect of the Temporary Reserves

which or any part of which is included in the

application for the mining lease, cause to be granted to

the Company a mining lease of such land

(notwithstanding that the survey in respect thereof has

not been completed but subject to such corrections to

accord with the survey when completed at the

Company’s expense) for the mining of iron ore only

such mining lease to be granted under and, except as

otherwise provided in this Agreement, subject to the

Mining Act 1978 but in the form of the Second

Schedule hereto.

Subject to the performance by the Company of its

obligations under this Agreement and the Mining

Act 1978 and notwithstanding any provisions of the

Mining Act 1978 to the contrary the term of the

mining lease shall be for a period of 21 years

commencing from the date of receipt of the

application therefor under subclause (5) of this clause

with the right during the currency of this Agreement

to take two successive renewals of the said term each

for a further period of 21 years upon the same terms

and conditions, subject to the sooner determination of

the said term upon cessation or determination of this

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Agreement such right to be exercisable by the

Company making written application for any such

renewal not later than one month before the expiration

of the current term of the mining lease.

(7)



The Company shall —

(a) by way of rent for the mining lease pay to the

State annually in advance a sum equal to

seventy (70) cents per acre of the area for the

time being the subject of the mining lease

commencing on and accruing from the date of

application for the mining lease by the

Company;

(b)



page 174



from and after the fifteenth (15th) anniversary

of the first transport of iron ore from the mining

lease or the twentieth (20th) anniversary of the

approval or determination of the Company’s

proposals submitted pursuant to subclause (3)

of this clause whichever shall first occur pay an

additional rental in respect of the mining lease

equal to twenty five (25) cents per ton on all

iron ore in respect of which royalty is payable

under clause 10(2)(j) hereof in any financial

year in relation to iron ore from the mining

lease such additional rental to be paid within

three (3) months after shipment sale or use as

the case may be of the iron ore SO

NEVERTHELESS that the additional rental to

be paid under this proviso shall be not less than

three hundred thousand dollars ($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

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(8)



(a)



(b)



As at 06 Dec 2017



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.

If the land in respect of which the mining lease

is originally granted is less than 65 square miles

in area then notwithstanding the Mining

Act 1978 the Company may once during the

period from the grant of the mining lease to the

31st day of December, 1999 apply to the

Minister for Mines for inclusion in the mining

lease of such part or parts of the Wittenoom

mining areas as the Company nominates and

in respect of which it then holds rights of

occupancy (not exceeding in total area

65 square miles less the area of the land in

respect of which the mining lease was originally

granted and in the shape of a rectangular

parallelogram or rectangular parallelograms or

as near thereto as is practicable) and the

Minister for Mines shall include the land

applied for in the mining lease upon the

surrender by the Company of all rights of

occupancy then held by the Company in respect

of the Wittenoom mining areas subject to the

same terms covenants and conditions as apply

to the mining 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 correction to accord

with the survey when completed at the

Company’s expense.

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

mining lease pursuant to paragraph (a) of this

subclause unless and until proposals with

respect thereto are approved or determined

pursuant to this clause.

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(c)



The provisions of subclauses (2) - (15) of

clause 10I of this Agreement shall apply to

proposals under this subclause and mining and

other activities carried on the areas the subject

of proposals under this subclause mutatis

mutandis and as if —

(a)



reference in those subclauses to the

Brockman No.2 Detritals Deposit were

references to the mining lease;



(b)



(9)



the words “the 1st day of October 1990”

in subclause (12)(g) thereof were

substituted by the words “the date of

submission of proposals under this

subclause”.

The Company shall so conduct their operations in

respect of the Wittenoom mining areas and the mining

lease as to meet the reasonable requirements of the

State in preserving and protecting National Park

Reserve No. 30082.



(10) The State shall ensure 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 expenditure conditions

imposed by or under the Mining Act 1978 in regard to

the mining lease.

(11) The Company shall lodge with the Department of

Mines at Perth —



page 176



(a)



such periodical reports (except reports in the

form of Form 5 of the Mining Regulations 1981

or other reports relating to expenditure on the

mining lease) and returns as may be prescribed

in respect of mining leases pursuant to

regulations under the Mining Act 1978 provided

that the Minister for Mines may waive any

requirement for lodgment of exploration data in

respect of areas within the mining lease;



(b)



on an annual basis, a report on iron ore reserves

within the mining lease (using the scheme

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recommended by the Australasian Institute of

Mining and Metallurgy and the Australian

Mining Industry Council or future equivalent)

together with a list of any geotechnical,

metallurgical, geochemical and geophysical

investigations carried out during the year and, if

requested by the Department, details of any of

those investigations;

(c)



reports on drilling operations and drill holes

where the main purpose of the drilling was to

discover or define future iron ore reserves on

the mining lease and, if requested by the

Department, reports on drilling done within

blocks of proven iron ore for the purpose of

mine planning.



(12) Notwithstanding the provisions of this clause and the

Mining Act 1978 with the approval of the Minister the

Company may from time to time (with abatement of

future rent in respect to the area surrendered but

without any abatement of rent already paid or any rent

which has become due and has been paid in advance)

surrender to the State all or any portion or portions of

the mining lease.

(13) The Company in accordance with approved proposals

may without payment of royalty obtain stone sand

clay and gravel from the mining lease for the

construction of works (and the maintenance thereof)

for the purposes of this Agreement and from the land

shown coloured blue on the said plan marked “E” for

the construction of the railway over that land.

(14) (a) Notwithstanding anything contained or implied

in this Agreement or in the mining lease or the

Mining Act 1978 mining tenements may subject

to the provisions of this clause be granted to or

registered in favour of persons other than the

Company under the Mining Act 1978 in respect

of the areas subject to the mining lease unless

the Minister for Mines determines that such

grant or registration is likely unduly to

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prejudice or interfere with the current or

prospective operations of the Company

hereunder with respect to iron ore assuming the

taking by the Company of reasonable steps to

avoid the prejudice or interference or is likely

unduly to reduce the quantity of economically

extractable iron ore available to the Company.

(b)



A mining tenement granted or registered as a

result of this Clause shall not confer any right to

mine or otherwise obtain rights to iron ore on

the tenement.



(c)



(i)



(ii)



(iii)



page 178



In respect of any application for a mining

tenement made under the Mining

Act 1978 in respect of an area the subject

of the mining lease the Minister for

Mines shall consult with the Minister and

the Company with respect to the

significance of iron ore deposits in, on or

under the land the subject of the

application and any effect the grant of a

mining tenement pursuant to such

application might have on the current or

prospective iron ore operations of the

Company under this Agreement.

Where the Minister for Mines, after

taking into account any matters raised by

the Minister or the Company determines

that the grant or registration of the

application is likely to have the effect on

the operations of the Company or the iron

ore referred to in paragraph (a) of this

subclause, he shall, by notice served on

the Warden to whom the application was

made, refuse the application.

Before making a determination pursuant

to subparagraph (ii) of this paragraph the

Minister for Mines may request the

Warden to hear the application and any

objections thereto and as soon as



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practicable after the hearing of the

application to report to the Minister for

Mines on the application and the

objections and the effect on the current or

prospective operations of the Company

or the quantity of economically

extractable iron ore that a grant of the

application might have.

(d)



As at 06 Dec 2017



(i)



Except as provided in paragraph (c) of

this subclause a Warden shall not hear or

otherwise deal with an application for a

mining tenement in respect of an area the

subject of the mining lease unless and

until the Minister for Mines has notified

him that it is not intended to refuse the

application pursuant to paragraph (c) of

this subclause. Following such advice to

the Warden the application shall be

disposed of under and in accordance with

the Mining Act 1978 save that where the

Warden has heard the application and

objections thereto pursuant to

paragraph (c) of this subclause, the

application may be dealt with by the

Warden without further hearing.



(ii)



The Company may exercise in respect of

any application heard by the Warden any

right that it may have under the Mining

Act 1978 to object to the granting of the

application.



(iii)



Any mining tenement granted pursuant to

such application shall, in addition to any

covenants and conditions that may be

prescribed or imposed, be granted subject

to such conditions as the Minister for

Mines may determine having regard to

the matters the subject of the

consultations with the Minister and the

Company pursuant to paragraph (c)(i) of



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this subclause and any matters raised by

the Company before the Warden.

(e)



(15) (a)



(i)



On the grant of any mining tenement

pursuant to an application to which this

subclause applies the land the subject

thereof shall thereupon be deemed

excised from the mining lease (with

abatement of future rent in respect of the

area excised but without any abatement

of rent already paid or of rent which has

become due and has not been paid in

advance).

(ii) On the expiration or sooner

determination of any such mining

tenement or, if that tenement is a

prospecting licence or exploration licence

and a substitute tenement is granted in

respect thereof pursuant to an application

made under section 49 or section 67 of

the Mining Act 1978, then on the

expiration or sooner determination of the

substitute title the land the subject of

such mining tenement or substitute title

as the case may be shall thereupon be

deemed to be part of the land in the

mining lease (with appropriate

adjustment of rental) and shall be subject

to the terms and conditions of the mining

lease and this Agreement.

In this subclause —

“further processing” means the production of

products, other than iron ore concentrates, from

iron ore and includes the production of iron

or steel, metallised agglomeration, sintering,

pelletisation or other comparable changes in

the physical character of iron ore;

“iron ore concentrates” means products

resulting from the concentration or other

beneficiation of iron ore, other than by crushing



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or screening, and includes thermal electrostatic

magnetic and gravity processing, but excludes

the production of iron or steel, metallised

agglomeration, sintering, pelletisation or other

comparable changes in the physical character

of iron ore.

(b)



(c)



The Company shall from time to time renew

the investigations already commenced by it as

to the technical and economic feasibility of

establishing within the said State a plant or

plants for the production of iron ore

concentrates and for further processing.

The Company shall not later than

ten (10) years after the first transport of iron ore

from the mining lease or such earlier time as the

Company has transported or sold a total of one

hundred and fifty million (150,000,000) tons of

iron ore from the mining lease submit to the

Minister detailed proposals for the

establishment of the said plant or plants of such

design and dimensions that will have the

capacity to process into iron ore concentrates

annually —

(i)

iron ore of a tonnage not less than

twenty per cent (20%) of the average of

the transports or sales of iron ore from

the mining lease during the five (5) years

immediately preceding the date of the

submission of the said proposals; or

(ii)



two million (2,000,000) tons of iron ore



whichever is the greater.

(d)



As at 06 Dec 2017



The plant or plants to be established by the

Company pursuant to paragraph (c) of this

subclause shall commence operation not later

than two (2) years after the date of the

submission of the said proposals referred to

in paragraph (c) hereof and shall continue in

operation until the Company provide new or



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expanded plant or plants pursuant to the

provisions of this subclause.

(e)



The Company shall not later than

twenty (20) years after the first transport of iron

ore from the mining lease or such earlier time as

the Company has transported or sold a total of

three hundred million (300,000,000) tons of

iron ore submit to the Minister detailed

proposals for the expansion of the said plant

or plants or the establishment of a new plant of

such design and dimensions that will have the

capacity (inclusive of the existing capacity

provided under paragraph (c) of this subclause

to process into iron ore concentrates

annually —

(i)



iron ore of a tonnage not less than

twenty per cent (20%) of the average of

the transports or sales of iron ore by the

Company during the five (5) years

immediately preceding the date of the

submission of the said proposals; or



(ii)



four million (4,000,000) tons of iron ore



whichever is the greater.



page 182



(f)



The plant or plants expanded or established by

the Company pursuant to paragraph (e) of this

subclause shall commence operation not later

than two (2) years after the date of the

submission of the said proposals referred to in

paragraph (e) of this subclause and shall

continue in operation until the Company

provides new or expanded plant or plants

pursuant to the provisions of this clause.



(g)



The Company shall not later than

thirty (30) years after the first transport of iron

ore from the mining lease or such earlier time as

the Company have transported or sold a total of

four hundred and fifty million (450,000,000)

tons of iron ore submit to the Minister detailed

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proposals for the expansion of the said plant or

plants or the establishment of a new plant of

such design and dimensions that will have the

capacity (inclusive of the existing capacity

provided under paragraphs (c) and (e) of this

subclause to process into iron ore concentrates

annually —

(i)



iron ore of a tonnage not less than

twenty per cent (20%) of the average of

the transports or sales of iron ore by the

Company during the five (5) years

immediately preceding the date of the

submission of the said proposals; or



(ii)



six million (6,000,000) tons of iron ore



whichever is the greater.



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(h)



The plant or plants expanded or established by

the Company pursuant to paragraph (g) of this

subclause shall commence operation not later

than two (2) years after the date of the

submission of the said proposals referred to in

paragraph (g) of this subclause hereof and shall

be operated by the Company until the expiration

or sooner determination of this Agreement.



(i)



If the detailed proposals referred to in this

subclause are submitted by the Company to the

Minister within the times mentioned the

Minister shall in each case within

two (2) months of the receipt thereof give to the

Company notice either of his approval of the

said proposals or of any objections he has or

alterations he desires thereto. In the latter case

the Minister shall afford the Company an

opportunity to consult with and to submit new

or further proposals to him and if within

thirty (30) days after receipt of such notice

agreement is not reached as to the said

proposals the Company may within a further

period of thirty (30) days by notice to the State

elect to refer to arbitration as hereinafter

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provided any question as to the reasonableness

of the Minister’s decision. If by the award on

the arbitration the question is decided in favour

of the Company the Minister shall be deemed to

have approved of the said proposals as

submitted by the Company.

(j)



The Company shall implement the decision of

the Minister or an award made on an arbitration

as the case may be in accordance with the terms

thereof.



(k)



In the event that the Company undertake further

processing at any of the said plants referred to

in this clause, the Minister may after

consultation with the Company make such

reductions to the capacity requirements of any

plant specified in paragraphs (c), (e) and (g) of

this subclause as he considers appropriate

having regard to the extent to which such

further processing provides benefits to the State

in terms of capital investment employment and

utilisation of the iron ore resource within the

mining lease by the Company.



(l)



References in this subclause to iron ore do not

include manganiferous ore and manganese ore.



(m)



The provisions of clause 23 hereof shall apply

to the performance of the Company’s

obligations under this subclause with the

following amendments —

(i)

the insertion after “sell ore” of the

following —



(ii)



“or iron ore concentrates and products of

further processing”;

the insertion after “economic conditions”

of the following —

“or factors due to action taken by or

on behalf of any government or

governmental authority (other than

the State or any authority of the State)”.



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(n)



The provisions of clause 11(l) hereof relating to

a default by the Company in the due

performance or observance of its covenants or

obligations to the State shall not apply to the

covenants and obligations of the Company

under this subclause and in lieu thereof the

following provisions shall apply —

If the Company shall make default in the due

performance or observance of any of the

covenants or obligations to the State in this

subclause 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 then the

State may by notice to the Company determine

the mining lease and the rights of the Company

thereunder and under any lease (except any

lease of the railway to be constructed by the

Company over portion of the land shown

coloured blue on the said plan marked “E”)

licence easement or right granted in respect of

or for the purposes of the Company’s activities

on the mining lease PROVIDED THAT if the

State gives the Company a notice specifying a

default on the part of the Company and the

Company promptly refers to arbitration the

question whether such alleged default has taken

place then if upon the arbitration it is decided

that the Company has made such default but

that there has been a bona fide dispute and that

the Company has not been dilatory in pursuing

the arbitration then neither the mining lease nor

any of the rights hereinbefore referred to may

be determined unless and until a reasonable

time fixed by the award upon the arbitration as

the time within which the Company must

remedy such default has elapsed without such

default having been remedied.”.



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(15) Clause 11 —

(a)



in paragraph (a), by deleting “clause 7 hereof” and

substituting the following —

“this Agreement”;



(b)



in paragraph (b)(ii),by inserting after “mineral lease” the

following —

“or the mining lease”;



(c)



in paragraph (d)(i), by inserting after “mineral lease” the

following —

“, the mining lease”.



(d)



in paragraph (g), by inserting after “mineral lease” the

following —

“, the mining lease”;



(e)



in paragraph (i), by inserting after “Act” the following —

“1904”;



(f)



in paragraph (k) —

(i)



by inserting after “therewith” the following —

“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 of iron ore”; and



(ii)



by inserting after “rate” the following —

“PROVIDED THAT nothing in this paragraph shall

prevent the Company making the election provided for

by section 533B of the Local Government Act 1960”;



(g)



in paragraph (l) by inserting after “clause 9(1)(a)” the

following —

“and the entire mining lease as permitted under clause 10K”.



(16) Clause 20A —

(a)



by inserting after “Act”, in the first place where it occurs, the

following —

“1904”;



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(b)



by inserting after “thereunder” the following —

“, of regulations 77 and 110 made under the Mining

Act 1978”;



(c)



by deleting “1904;” and substituting the following —

“1904 or the Mining Act 1978.”.



(17) Clause 20C(1) —

by inserting after “mineral lease” the following —

“or the mining lease”.

(18) Clause 21 —

by inserting after “mineral lease” the following —

“and the mining lease”.

(19) by inserting after the Schedule a second schedule as follows —





THE SECOND SCHEDULE

WESTERN AUSTRALIA

MINING ACT 1978

IRON ORE (HAMERSLEY RANGE)

AGREEMENT ACT 1963

MINING LEASE



MINING LEASE NO.

The Minister for Mines a corporation sole established by the Mining Act 1978

with power to grant leases of land for the purposes of mining in consideration

of the rents hereinafter reserved and of the covenants on the part of the Lessee

described in the First Schedule to this lease and of the conditions hereinafter

contained and pursuant to the Mining Act 1978 (except as otherwise provided

by the Agreement (hereinafter called “the Agreement”) described in the

Second Schedule to this lease) hereby leases to the Lessee the land more

particularly delineated and described in the Third Schedule to this lease for

iron ore subject however to the exceptions and reservations set out in the

Fourth Schedule to this lease and to any other exceptions and reservations

which subject to the Agreement are by the Mining Act 1978 and by any Act for

the time being in force deemed to be contained herein to hold to the Lessee this

lease for a term of twenty one (21) years commencing on the date set out in the

Fifth Schedule to this lease (subject to the sooner determination of the said term

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upon the cessation or determination of the Agreement) upon and subject to such

of the provisions of the Mining Act 1978 except as otherwise provided by the

Agreement as are applicable to mining leases granted thereunder and to the

terms covenants and conditions set out in the Agreement and to the covenants

and conditions herein contained or implied and any further conditions or

stipulations set out in the Sixth Schedule to this lease the Lessee paying therefor

the rents and royalties as provided in the Agreement with the right during the

currency of the Agreement and in accordance with the provisions of the

Agreement to take two successive renewals of the term each for a further period

of 21 years upon the same terms and conditions subject to the sooner

determination of the term upon cessation or determination of the Agreement

PROVIDED ALWAYS that this lease shall not be determined or forfeited

otherwise than in accordance with the Agreement.

In this lease —

“Lessee” includes the successors and permitted assigns of the Lessee.

If the Lessee be more than one the liability of the Lessee 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 therefor or in lieu thereof and to

the regulations and by-laws for the time being in force thereunder.

FIRST SCHEDULE

HAMERSLEY IRON PTY. LIMITED ACN 004 558 276 a company

incorporated in Victoria and having its principal office in the State of Western

Australia at 191 St. George’s Terrace, Perth.

SECOND SCHEDULE

The Agreement (as amended from time to time) made between the State of

Western Australia and HAMERSLEY IRON PTY. LIMITED and ratified by

the Iron Ore (Hamersley Range) Agreement Act 1963.



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THIRD SCHEDULE

(Description of land:)

Locality:

Mineral Field:



Area, etc.:



Being the land delineated on Survey Diagram No.

recorded in the Department of Mines, Perth.



and



FOURTH SCHEDULE

All petroleum as defined in the Petroleum Act 1967 on or below the surface of

the land the subject of this lease is reserved to the Crown in right of the State of

Western Australia with the right of the Crown in right of the State of Western

Australia and any person lawfully claiming thereunder or otherwise authorized

to do so to have access to the land the subject of this lease for the purpose of

searching for and for the operations of obtaining petroleum (as so defined) in

any part of the land.

FIFTH SCHEDULE

(Date of commencement of the lease).

SIXTH SCHEDULE

(Any further conditions or stipulations).

IN witness whereof the Minister for Mines has affixed his seal and set his hand

hereto this

day of

19 ”.

5.



The Paraburdoo Agreement is hereby varied as follows —

(1)



Clause 1 —

in the paragraph commencing “Reference in this Agreement to an

Act”, by inserting after “Mining Act” the following —

“1904”.



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(2)



Clause 6 subclause (1) —

by inserting after “Act” the following —

“1904”.



(3)



Clause 6 subclause (2) —

(a)



in paragraph (b)(i), by inserting after “Mining Act” the

following —

“1904”;



(b)



in paragraph (c) —

(i)

by deleting “machinery and tailings leases (including

leases for dumping of overburden) and such other

leases licences reserves and tenements under the

Mining Act or” and substituting the following —

“general purpose leases, miscellaneous licences and

mining leases (but not for iron) under the Mining

Act 1978 and such other leases licences and reserves”;

(ii)



by deleting “lease” and substituting the following —

“lease and as the Minister may

approve.Notwithstanding the Mining Act 1978 —

(i)



(ii)



page 190



the Company may with the prior approval of the

Minister for Mines apply from time to time for

general purpose leases for the purposes of its

operations under this Agreement in respect of

areas of land greater than the maximum area

provided for under that Act;

where land applied for by the Company as a

general purpose lease, miscellaneous licence

or mining lease under this paragraph is vacant

Crown land or land held by the Company under

a pastoral lease, the application may be dealt

with and granted by the Minister for Mines as

if the land applied for was land that had been

exempted from the provisions of Part IV of the

Mining Act 1978 pursuant to section 19 of

that Act.”.



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6.



7.



The amendments effected to clause 11(k) of the Principal Agreement by

clause 4(15)(f) of this Agreement (and also applicable to the Paraburdoo

Agreement by virtue of clause 8 of that Agreement) shall have effect,

and shall be deemed to have had effect, from and after the 1st day of July,

1991.

The State shall exempt from any stamp duty which but for the operation

of this Clause would or might be assessed and chargeable on the release

and surrender by Hamersley Resources Limited of rights of occupancy

referred to in clause 10K(1) of the Principal Agreement inserted by

clause 4(14) of this Agreement.



IN WITNESS WHEREOF these presents have been executed the day and year

first hereinbefore written.

SIGNED by the said

THE HONOURABLE CARMEN

MARY LAWRENCE in the



CARMEN LAWRENCE



presence of:



I. TAYLOR

MINISTER FOR STATE DEVELOPMENT



THE COMMON SEAL of

HAMERSLEY IRON PTY.

LIMITED was hereunto affixed

by authority of the Directors



in the presence of:

Director



I. J. WILLIAMS



Secretary



G. B. BABON

[Eleventh Schedule inserted: No. 42 of 1992 s. 6.]



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Twelfth Schedule — Eleventh Supplementary Agreement

[s. 2]

[Heading inserted: No. 61 of 2010 s. 6.]

2010

THE HONOURABLE COLIN JAMES BARNETT

PREMIER OF THE STATE OF WESTERN AUSTRALIA

AND

HAMERSLEY IRON PTY. LIMITED

ACN 004 558 276



IRON ORE (HAMERSLEY RANGE) AGREEMENT 1963

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

HAMERSLEY IRON PTY. LIMITED ACN 004 558 276 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

30 July 1963 approved by and scheduled to the Iron Ore (Hamersley

Range) Agreement Act 1963 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 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



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arising out of or done or 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 existing definitions of “fine ore” and

“lump ore”;



(b)



by inserting in the appropriate alphabetical positions the

following new definitions:

“approved proposal” means a proposal approved or

determined under this Agreement;

“beneficiated ore”:

(a)



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; and



(b)



for the avoidance of doubt, includes iron ore

concentration products from the Mount Tom Price

concentration plant;



“fine ore” means iron ore (not being beneficiated ore)

which is screened and will pass through a 6.3 millimetre

mesh screen;

“Integration Agreement” means:

(a)



page 194



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



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(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



(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

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Venturers” as the case may be as defined in, and for the

purpose of, that Integration Agreement;

“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);

“lump ore” means iron ore (not being beneficiated ore)

which is screened and will not pass through a

6.3 millimetre mesh screen;

“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)



in the definition of “agreed or determined” by:

(I)



deleting “assessed at” and substituting “assessed

on”; and



(II)



deleting all the words after “shall have regard to”

and substituting a colon followed by:

“(i)



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in the case of iron ore initially sold at cost

pursuant to paragraph (B) of the proviso to

clause 10(2)(e), the prices for that type of



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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 deemed f.o.b. point are being considered

the deductions mentioned in the definition of

f.o.b. value;”;



(d)



in the definition of “Company’s wharf” by inserting “and

in clauses 10(2)(e) and (f) also any additional wharf

constructed by the Company pursuant to this Agreement”

before the semi colon;



(e)



in the definition “f.o.b. value” by:

(i)



in paragraph (i):

(A)



inserting “subject to paragraph (ii),” before

“in the case”; and



(B)



deleting “assessed at” and substituting

“assessed on”;



(ii)



renumbering the existing paragraph (ii) as

paragraph (iii); and



(iii)



inserting after paragraph (i) the following new

paragraph:

“(ii)



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in the case of iron ore initially sold at cost

pursuant to paragraph (B) of the proviso to



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clause 10(2)(e), the price which is payable

for the iron ore by the arm’s length

purchaser as referred to in

paragraph (B)(iii) of 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;”;



page 198



(f)



in the definition of “iron ore” by deleting “iron ore

concentration products” and substituting “, without

limitation, beneficiated ore”;



(g)



in the definition of “loading port” by:

(i)



renumbering the existing paragraph (c) as

paragraph (e); and



(ii)



inserting after paragraph (b) the following new

paragraphs:

“(c)



the Port of Port Hedland; or



(d)



any other port constructed after the variation

date under an Integration Agreement; or”;



(h)



in the definition of “metallised agglomerates” by deleting

“or iron ore concentration products”;



(i)



in the definition of “mineral lease” by inserting “10H,”

after “10F”;



(j)



in the definition of “secondary processing” by deleting

“concentration or other benefaction of iron ore other than

by crushing or screening” and substituting “beneficiation

of iron ore”;

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(k)



in the sentence regarding marginal notes by inserting

“and clause headings” after “marginal notes”; and



(l)



by inserting after that sentence the following new

sentences:

“Words in the singular shall include the plural and words

in the plural shall include the singular according to the

requirements of the context.

Nothing in this Agreement shall be construed:



(2)



(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 clause 8 the following new clauses:

“Additional Proposals

8A. (1)



As at 06 Dec 2017



If the Company, at any time during the continuance

of this Agreement after the variation date, desires

to significantly modify, expand or otherwise vary

its activities carried on pursuant to this Agreement

(other than under clauses 10A, 10G, 10I, 10K

or 10N) beyond those activities specified in any

proposals approved pursuant to clauses 6 and 7 it

shall give notice of such desire to the Minister and

within 2 months thereafter shall submit to the

Minister detailed proposals in respect of all matters

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covered by such notice and such of the other

matters mentioned in clause 5(1)(a) as the Minister

may require.



page 200



(2)



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.



(3)



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.



(4)



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.



(5)



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 8B, within 3 months after the award by

notice to the Minister that it shall not be

proceeding with the same.



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Consideration of Company’s proposals under clause 8A

8B. (1)



In respect of each proposal pursuant to

subclause (1) of clause 8A 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 8A(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 implementation of the proposal by itself, or

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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 10L

for the purpose of that clause) as contemplated by

clause 10L. It may not be so exercised in respect of

a proposal if pursuant to clause 8C(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 8C(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 8C(5) in respect of that single preferred

development.

(2)



page 202



The Minister shall within 2 months after receipt of

proposals pursuant to clause 8A(1) give notice to

the Company of his decision in respect to the

proposals, PROVIDED THAT where a proposal is

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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.



As at 06 Dec 2017



(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 21, the Minister may

during the implementation of approved proposals

approve variations to those proposals.



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Notification of possible proposals

8C. (1)



page 204



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 10L) 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.



(5)



(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 10L for the purpose of that clause) as

contemplated by clause 10L.



(b)



For the purpose of this subclause “public

interest concerns” means any concern that

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implementation of the single preferred

development or any part of it will:



As at 06 Dec 2017



(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



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relation to the submission and

approval of proposals; and

(iv)

(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)



(3)



(iv)



that the Minister has no public interest

concerns with the single preferred

development; or



(v)



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.”;



in paragraph (b) of clause 9(1):

(i)



page 206



its tenure requirements.



by deleting “Clause 6 or Clause 7” and substituting

“clauses, 6, 7, 8B, 10I or 10K”;



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(ii)



in subparagraph (i) by:

(A)



inserting “cause to be granted” after “grant”;



(B)



in the paragraph beginning “for nominal

consideration”, deleting “the harbour area”;



(C)



inserting after that paragraph the following new

paragraph:

“at commercial rentals, licence or easement fees

as applicable - leases, licences or easements

within the Port of Dampier; and”;



(iii)

(4)



(D)



deleting “and” before “the Jetties Act” and

substituting a comma;



(E)



inserting “, the Port Authorities

Act 1999 (WA)” after “1926”; and



(F)



inserting “installations or facilities” after “as the

Company reasonably requires for its works”;

and



in the proviso by deleting “or (as the case may be) all

iron ore concentration products”;



by inserting after subclause (3) of clause 9 the following new

subclause:

“(3a) The provisions of subclause (1) 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.”;



(5)



by deleting paragraph (e) of clause 10(2) and substituting the

following new paragraphs:

“(e)



ship, or procure the shipment of, all iron ore mined

from the mineral lease, all iron ore mined from the

mining lease and all iron ore referred to in

clause 10(2)(ja) and (in each case) sold:

(i)



As at 06 Dec 2017



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:



page 208



(A)



this paragraph shall not apply to iron ore used for

secondary processing or for the manufacture of

iron 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 or the mining

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 subclause (2)(k) 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 (2)(ea);



Designated purchaser

(ea)



(6)



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 (2)(e) 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 dual-listed corporate structure) are not

independent participants for the purposes of this

subclause;”;



in paragraph (j) of clause 10(2) by:

(i)



in subparagraph (iii) deleting “iron ore concentration

products” and substituting “beneficiated ore”;



(ii)



in the paragraph after subparagraph (iv):

“(A) deleting “iron ore concentration products are”

and substituting “beneficiated ore is”;

(B) deleting the second reference to “iron ore

concentration products” and substituting

“beneficiated ore”; and



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(C) deleting “those iron ore concentration products”

and substituting “that beneficiated ore”; and

(iii)



inserting at the end of the paragraph:

“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.”;



(7)



in paragraph (k) of clause 10(2) 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 paragraphs (j) and (ja)” after “the 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 (2)(e), 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 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

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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;”;

(8)



(9)



in paragraph (n) of clause 10(2) by:

(a)



deleting “books of account and records of the Company

including contracts relative” and substituting “books,

records, accounts, documents (including contracts), data

and information of the Company stored by any means

relating”;



(b)



inserting “(in whatever form)” after “copies or

extracts”; and



(c)



inserting “the subject of royalty” before the first

two references to “hereunder”;



by inserting after paragraph (n) of clause 10(2) the following

new paragraph:

“(o) The Company 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 (n) to enable the exercise of

rights by the Minister or the Minister’s nominee under

paragraph (n), 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.”;



(10)



in clause 10(4):

(a)



by deleting paragraph (a) and substituting the following

new paragraph (a):

“(a)



The Company may blend iron ore mined from the

mineral lease and the mining lease or either of

them with any:

(i)



As at 06 Dec 2017



iron ore mined from a mining tenement or

other mining title granted under, or

pursuant to, an Integration Agreement; or



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(b)



(11)



(ii)



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



(iii)



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



(iv)



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.”;



in paragraph (b) by:

(i)



deleting “there is” and substituting “there are”;



(ii)



deleting “between the relevant Government

agreements”;



(iii)



deleting “blended and” and substituting “blended

as between each of the sources referred to in

paragraph (a),”; and



(iv)



inserting a comma after “processing”;



in clause 10A by:

(a)



inserting in its heading “for townsites” after “Additional

Proposals”;



(b)



deleting “The” at the beginning of subclause (2) and

“If” at the beginning of subclause (3) and in each case

substituting:

“Subject to subclause (3a),”;



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(c)



inserting after subclause (3) the following new

subclause:

“(3a)



(d)



After the variation date, the provisions of

clauses 8A(2) to (5) and of 8B shall mutatis

mutandis apply to proposals submitted pursuant

to this clause.”; and



deleting subclause (4);



(12)



in clause 10I(10) by deleting “subclauses (3) to (8) of this

clause” and substituting “clauses 8A(2) to (5) and of 8B”;



(13)



in clause 10I(11) by:



(14)



(15)



(a)



inserting “environmental” before each reference to

“approved proposals”; and



(b)



deleting “subclauses (4), (5), (6), (7), (9) and” in

paragraph (f) and substituting “clause 8B and

subclause”;



in clause 10J(1) by:

(a)



inserting “, the mining lease, any land that may be

included in the mineral lease or the mining lease

pursuant to clauses 10F, 10H, 10I or 10K and of any

other mineral lease or mining lease granted under or

pursuant to this Agreement (as aggregated)” after “total

area of the mineral lease”;



(b)



deleting “300 square miles” and substituting

“777 square kilometres”; and



(c)



inserting “by endorsement” after “the subject thereof in

the mineral lease”;



by inserting after subclause (1) of clause 10J the following

new subclause:

“(1a) 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.”;



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(16)



in clause 10J(3) by inserting “as additional proposals pursuant

to clause 8A” before the full stop;



(17)



by deleting clause 10J(4);



(18)



in clause 10K(4) by deleting the full stop at the end of

paragraph (c), substituting a semi colon followed by the

following new paragraphs:

“(d) under subclause (4) thereof the Minister could refuse

to approve a submitted proposal as provided in

clause 8B(1);

(e)



subclause (6) thereof also applied to a decision of the

Minister to refuse to approve a proposal; and



(f)



the following sentence was inserted at the end of

subclause (7) thereof:

“A decision of the Minister to refuse to approve a

submitted proposal shall not be referable to arbitration

under this Agreement.”;



(19)



in paragraph (c) of clause 10K(8) by deleting the full stop at

the end of subparagraph (b), substituting a semi colon

followed by the following new paragraphs:

“(c)



under subclause (4) thereof the Minister could refuse to

approve a submitted proposal as provided in

clause 8B(1);



(d)



subclause (6) thereof also applied to a decision of the

Minister to refuse to approve a proposal; and



(e)



the following sentence was inserted at the end of

subclause (7) thereof:

“A decision of the Minister to refuse to approve a

submitted proposal shall not be referable to arbitration

under this Agreement.”;



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(20)



by inserting after clause 10K the following new clauses:

“Integrated use of works installations or facilities under the

Integration Agreements

10L. (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)



under this Agreement; or



(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 10(4)) of:

(A)



As at 06 Dec 2017



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



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granted pursuant to, or held under, a

Government agreement);



(b)



(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

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)



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)



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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



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parties (excluding any mining lease

granted pursuant to, or held under, a

Government agreement);



(c)



As at 06 Dec 2017



(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);



(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;



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



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of iron ore in, or proximate to, the

Pilbara region of the said State;



page 218



(d)



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

facilities constructed or held under another

Integration Agreement;



(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

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this Agreement for the supply of electricity

permitted to be made under an Integration

Agreement.

(2)



As at 06 Dec 2017



(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

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 8A and 8B or clauses 10A, 10I, 10K

or 10N 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)



The Company shall not be entitled to:

(i)



submit proposals to construct any new

port or to establish harbour or port

works installations or facilities, or to

expand modify or otherwise vary

harbour or works installations or

facilities otherwise than at or near the

town of Dampier within the

boundaries of the Port of Dampier; or



(ii)



generate and supply power, take and

supply water or dispose of water



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otherwise than in accordance with the

other clauses of this Agreement and

subject to any restrictions contained in

those clauses; or



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(iii)



without limiting subparagraphs (i)

and (ii) submit proposals to construct

or establish works installations or

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 10N; or



(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



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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 and use of the relevant

works, installations or facilities; or

(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.

(c)



As at 06 Dec 2017



Notwithstanding the provisions of

clauses 8B, 10I, 10K and 10N, 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

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approved under that Integration Agreement

concurrently with the Minister’s approval

under this Agreement of the Company’s

proposal.

(3)



Any use or making available for use as referred to in

subclause (1), or submission of proposals as 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 20.



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.



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(6)



Nothing in this clause shall be construed to exempt the

Company from complying with, or the application of, the

other provisions of this Agreement including, without

limitation, clauses 11 and 20 and of relevant laws from time

to time of the said State.



(7)



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;



(l)



water, sewerage, electricity, gas and

telecommunications works installations and facilities



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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

10M (1) For the purposes of this clause “Relevant

Infrastructure” means any works installations or

facilities (as defined in clause 10L(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)



page 224



(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

consents to the Company submitting

proposals as referred to in subclause (2).



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(2) The Company may as an additional proposal

pursuant to clause 8A 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 8B 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.

(3) This clause shall cease to apply in the event the

State gives any notice of default to the Company

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pursuant to clause 11(l) and while such notice

remains unsatisfied.

Miscellaneous Licences for Railways

10N. (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;

“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

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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

Railway and associated access roads and

Additional Infrastructure (if any) within the

relevant Railway Corridor and of the associated



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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

processed, or blended with other iron ore, at

processing or blending facilities in the vicinity of

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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 in-principle 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) (a)



As at 06 Dec 2017



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 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

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(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 be taken, temporary

accommodation facilities for the railway workforce

and water bores. The provisions of clause 25 shall

not apply to this subclause.

(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 24, any

agreement made pursuant to paragraph (a) before

such date is extended or varied shall unless the

Minister notifies the Company otherwise be



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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



(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,

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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) (a)



page 232



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 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



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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) Proposals pursuant to paragraph (a) must specify

the matters agreed for the purpose 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

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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)



furnish to the Minister’s reasonable

satisfaction evidence of all accreditations

under the Rail Safety Act which are required

to be held by the Company or any other

person for the construction of the Railway;

and



(ii)



furnish to the Minister the written consents

referred to in subclause (3)(c)(i)

and (3)(c)(ii).



(f) The provisions of clause 8B shall apply mutatis

mutandis to detailed proposals submitted under this

subclause.

Additional Railway Proposals

(5) (a)



page 234



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).



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(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 in-principle

the proposed construction of such spur line, Train

Loading Infrastructure or 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 8B shall mutatis mutandis apply to detailed

proposals submitted pursuant to this subclause.



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Grant of Tenure

(6) (a)



On application made by the Company to the

Minister in such manner as the Minister may

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 236



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 from time to time



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prescribed under the Mining Act 1978;

and

(ii)



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.



(b) 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 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



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from time to time prescribed under the Mining

Act 1978.

(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)



(f)



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.

(i)



(ii)



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.

Notwithstanding the Mining Act 1978 no

royalty shall be payable under the

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



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Act 1978 and the regulations made thereunder are

specifically modified;

(i)



As at 06 Dec 2017



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 approved by and scheduled

to the Iron Ore (Hamersley Range)

Agreement Act 1963, 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 10N(6)(a)(i),

clause 10N(6)(a)(ii)

or clause 10N(6)(b), of 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”;



(ii)



in section 91(3)(a), by deleting “prescribed

form” and substituting “form required by 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”;



(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”;



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(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 approved

by and scheduled to the Iron Ore

(Hamersley Range) Agreement Act 1963, 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 approved by and

scheduled to the Iron Ore (Hamersley

Range) Agreement Act 1963, 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 “subject

to 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”.



(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.



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(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.

Construction and operation of Railway

(7) (a)



As at 06 Dec 2017



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.

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(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.



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).

(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 10M, 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 11(j) but subject to clause 10M) shall at all

times own manage and control the use of each



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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 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.

(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

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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).

(j) Subject to clause 10M, 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.



(k) The provisions of clauses 10(2)(a) and (3)

regarding third party access as well as the proviso

to clause 10(2)(a) shall apply mutatis mutandis to

any Railway or Railway spur line constructed

pursuant to this 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)



page 244



For the purposes of this clause the Aboriginal

Heritage Act 1972 (WA) applies as if it were

modified by:



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(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 Company” in their capacity as such

under 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 in relation

to the use or proposed use of land pursuant

to clause 10N of that agreement after and in

accordance with approved proposals under

clause 10N 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 10N(1) of the abovementioned

agreement), or in the case of additional



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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

(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)



page 246



“land” in that Act includes a legal or

equitable estate or interest in land;



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(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)



after “railway” the following “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) 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.



(b) 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) 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.



(d) 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.”;

(21)



In clause 11(a) by deleting the comma at the end of

subparagraph (iv) and substituting a semi colon followed by:

“(v)



page 248



in relation to electrical energy but not water, the

Company for the purpose of supply to:

(A)



“the Company” or “Joint Venturers” as the

case may be as defined in, and for the

purpose of an Integration Agreement, for its

or their purposes thereunder;



(B)



the holders from time to time of 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) for the

purpose of their iron ore mining operations

on that mining lease; and



(C)



with the prior approval of the Minister, “the

Company” or “the Joint Venturers” as the



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case may be as defined in, and for the

purpose of a Government agreement

(excluding an Integration Agreement) for the

mining of iron ore in, or proximate to, the

Pilbara region of the said State for the

purpose of its or their operations under that

agreement,”;

(22)



in clause 11(d)(1) by inserting “or held pursuant hereto after

“granted hereunder or pursuant hereto”;



(23)



in clause 11(1)(e) by:



(24)



(a)



inserting “or pursuant hereto” after “granted

hereunder”; and



(b)



inserting “or held pursuant hereto” after “clause 20

hereof of land”;



in clause 11(1) by:

(a)

inserting “granted under or pursuant to this

Agreement, or held pursuant to this Agreement”

after the first reference to “licence or other title”;

(b)



(c)



(25)



inserting “or held pursuant hereto” after the

subsequent 2 references to “granted hereunder

or pursuant hereto”; and

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”;



by inserting the following sentence at the end of clause 19:

“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 10L.”;



(26)



As at 06 Dec 2017



in clause 20A(a) by inserting “or held pursuant hereto” after

“granted hereunder or pursuant hereto”;



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(27)



in clause 21 inserting “or held pursuant hereto” after

“granted hereunder or pursuant hereto”;



(28)



by deleting clause 30; and



(29)



by inserting after the Second Schedule the following new

schedules:

“THIRD SCHEDULE

WESTERN AUSTRALIA



IRON ORE (HAMERSLEY RANGE) AGREEMENT ACT 1963

MINING ACT 1978

MISCELLANEOUS LICENCE FOR A RAILWAY AND OTHER

PURPOSES

No.



MISCELLANEOUS LICENCE [ ]



WHEREAS by the Agreement (hereinafter called “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, 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 10N(1) of the Agreement and

otherwise as provided in the Agreement) and, if applicable, other purposes AND

WHEREAS the Company pursuant to clause 10N(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 (Hamersley Range) Agreement

Act 1963, 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 10N(1) of the Agreement) and

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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 10N(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:

-



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.



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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)



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

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)



Paragraph (a) shall not apply to land the subject of this

licence that was included in this licence pursuant to

clause 10N(6)(h) or clause 10N(6)(i) of the Agreement.



2.



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 10N(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



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Locality:

Mineral Field

Area:

DATED at Perth this



day of



.



MINISTER FOR MINES



FOURTH SCHEDULE

WESTERN AUSTRALIA

IRON ORE (HAMERSLEY RANGE) AGREEMENT ACT 1963

MINING ACT 1978

MISCELLANEOUS LICENCE FOR A LATERAL ACCESS ROAD

No.



MISCELLANEOUS LICENCE [ ]



WHEREAS by the Agreement (hereinafter called “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, 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 10N(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 (Hamersley Range) Agreement

Act 1963, 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

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endorsed hereon and the payment of rentals in respect of this licence in

accordance with clause 10N(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.



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.]



SCHEDULE

Description of land

Locality:

Mineral Field:

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Area:

DATED at Perth this



day of



.



MINISTER FOR MINES

FIFTH SCHEDULE

WESTERN AUSTRALIA

IRON ORE (HAMERSLEY RANGE) AGREEMENT ACT 1963

MINING ACT 1978

MISCELLANEOUS LICENCE FOR A LATERAL ACCESS ROAD

No.



MISCELLANEOUS LICENCE [ ]



WHEREAS by the Agreement (hereinafter called “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, 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 10N(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 (Hamersley Range) Agreement

Act 1963, 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 10N(6)(b) of the Agreement PROVIDED ALWAYS

that this licence shall not be determined or forfeited otherwise than in

accordance with the Agreement.

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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.]

SCHEDULE

Description of land

Locality:

Mineral Field:

Area:

DATED at Perth this



day of



.



MINISTER FOR MINES”



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EXECUTED as a deed.

SIGNED by THE HONOURABLE

COLIN JAMES BARNETT

in the presence of:



)

)

)



[Signature]



[Signature]

STEPHEN WOOD

THE COMMON SEAL of

HAMMERSLEY IRON PTY. LIMITED

ACN 004 558 276 was hereunto affixed

by authority of the Directors in the

presence of:

[Signature]



)

)

)

)

)



[C.S.]



ALAN DAVIES



Director

[Signature]

HELEN FERNIHOUGH

Secretary

[Twelfth Schedule inserted: No. 61 of 2010 s. 6.]



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Thirteenth Schedule — Twelfth Supplementary Agreement

[s. 2]

[Heading inserted: No. 61 of 2010 s. 6.]

2010

THE HONOURABLE COLIN JAMES BARNETT

PREMIER OF THE STATE OF WESTERN AUSTRALIA

AND

HAMERSLEY IRON PTY. LIMITED

ACN 004 558 276



IRON ORE (HAMERSLEY RANGE) AGREEMENT 1968

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

HAMERSLEY IRON PTY. LIMITED ACN 004 558 276 of Level 22,

Central Park, 152 - 158 St Georges Terrace, Perth, Western Australia

(Company).

RECITALS

A.



The State and the Company are parties to the agreement dated 8 October

1968, approved by and scheduled to the Iron Ore (Hamersley Range)

Agreement Act Amendment Act 1968 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 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 in to operation then unless the

parties otherwise agree this Agreement shall cease and determine

and neither party shall have any claim against the other with

respect to any matter or thing arising out of or done or performed

or omitted to be done or performed under this Agreement.



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4.



The Principal Agreement is varied:

(1)



in clause 1:

(a)



by inserting in the appropriate alphabetical positions the

following new definitions:

“approved proposal” means a proposal approved or

determined under this Agreement;

“Integration Agreement” means:



page 260



(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



(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



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(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;

“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;

(b)



in the definition of “mineral lease” by inserting “and any

areas added to it pursuant to clause 7B” before the semi

colon;



(c)



in the sentence beginning “References to this Agreement” by

deleting “amended” and inserting “added to, varied or

amended” after “from time to time;



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Iron Ore (Hamersley Range) Agreement Act 1963

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(d)



in the sentence beginning “Words and phrases” by inserting

“from time to time” after “meanings are”;



(e)



in the sentence beginning “Marginal notes” by inserting “and

clause headings” after notes; and



(f)



by inserting after the sentence referred to in clause 4(1)(e)

the following new sentences:

“Words in the singular shall include the plural and words

in the plural shall include the singular according to the

requirements of the context.

Nothing in this Agreement shall be construed:



(2)



(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 clause 5 the following new clauses:

“Additional proposals

5A.



page 262



(1)



If the Company, at any time during the continuance

of this Agreement after the variation date, desires to

significantly modify, expand or otherwise vary its

activities carried on pursuant to this Agreement (other

than under clause 7E) beyond those activities specified

in any proposals approved pursuant to clause 5 it shall

give notice of such desire to the Minister and within

2 months thereafter shall submit to the Minister

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detailed proposals in respect of all matters covered by

such notice and such of the other matters mentioned in

clause 4(1) as the Minister may require.

(2)



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.



(3)



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.



(4)



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.



(5)



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 5B, within 3 months

after the award by notice to the Minister that it shall

not be proceeding with the same.



Consideration of Company’s proposals under clause 5A

5B.



(1)



In respect of each proposal pursuant to subclause (1)

of clause 5A the Minister shall:

(a)



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subject to the limitations set out below, refuse

to approve the proposal (whether it requests the

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Iron Ore (Hamersley Range) Agreement Act 1963

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grant of new tenure or not) if the Minister is

satisfied on reasonable grounds that 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 5A(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

implementation of the proposal by itself, or together

with any one or more of the other submitted

proposals, will:

(i)



page 264



detrimentally affect economic and orderly

development in the said State, including

without limitation, infrastructure development

in the said State; or



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(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 7C for the purpose

of that clause) as contemplated by clause 7C. It may

not be so exercised in respect of a proposal if pursuant

to clause 5C(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 5C(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 5C(5) in respect of that single

preferred development.

(2)



As at 06 Dec 2017



The Minister shall within 2 months after receipt of

proposals pursuant to clause 5A(1) 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.



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(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 the 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 21 of the Principal Agreement

(as applying to this Agreement pursuant to

clause 11(11)), the Minister may during the

implementation of approved proposals approve

variations to those proposals.



Notification of possible proposals

5C.



page 266



(1)



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

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clause 7C) 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.



(5)



(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 7C for the purpose of

that clause) as contemplated by clause 7C.



(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:

(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

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(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.

(e)



page 268



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.



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(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:

(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.

(g)



(3)



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.”;



in clause 6(2)(b):

(a)



by deleting in line 1 “the said proposals” and substituting

“approved proposals”;



(b)



in subparagraph (i) 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 of Dampier; and”;



As at 06 Dec 2017



(C)



inserting “or under the Port Authorities Act 1999

(WA)” after “(3) of this clause provided”; and



(D)



inserting “installations or facilities” after “as the

Company reasonably requires for its works”; and



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(c)



(4)



in the proviso by deleting “or (as the case may be) all iron

ore concentration products” and “or iron ore concentration

products”;



by inserting after subclause (4) of clause 6 the following new

subclause:

“(4a) The provisions of subclause (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.”;



(5)



(6)



in clause 7(4):

(a)



by inserting “(ea),” after “(e),”;



(b)



after “(k)” by inserting a comma and deleting “and”; and



(c)



after “(n)” by inserting “and (o)”;



in clause 7(7) by:

(a)



deleting paragraph (a) and substituting the following new

paragraph (a):

“(a) The Company may blend iron ore mined from the

mineral lease with any:



page 270



(i)



iron ore mined from a mining tenement or other

mining title granted under, or pursuant to, an

Integration Agreement; or



(ii)



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



(iii)



with the prior approval of the Minister, iron ore

mined in, or proximate to, the Pilbara region of



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the said State under a Government agreement

(excluding an Integration Agreement); or

(iv)



(b)



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.”; and



in paragraph (b):

(i)



deleting “there is” and substituting “there are”;



(ii)



deleting “between the relevant Government

agreements”; and



(iii)



deleting “blended and” and substituting “blended as

between each of the sources referred to in

paragraph (a),”;



(7)



by inserting in clause 7A “and in clause 10A(3a) the references to

“clauses 8A(2) to (5) and of 8B” were to “clauses 5A(2) to (5) and

of 5B” before the full stop at the end of that clause;



(8)



by inserting after clause 7A the following new clauses:

“Additional areas

7B.



As at 06 Dec 2017



(1)



Notwithstanding the provisions of the Mining

Act 1904 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

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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

correction to accord with the survey when completed

at the Company’s expense.



page 272



(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 5A.



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Integrated use of works installations or facilities under the

Integration Agreements

7C.



(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)



under this Agreement; or



(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 7(7)) of:



As at 06 Dec 2017



(A)



iron ore mined from a Mining Act 1978

mining lease located in 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



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Government agreement (excluding an

Integration Agreement);



(b)



page 274



(C)



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 the Company from the

third party;



(D)



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



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Government agreement (excluding an

Integration Agreement);



(c)



(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;



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;

(d)



As at 06 Dec 2017



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 facilities constructed or

held under another Integration Agreement;

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(2)



page 276



(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 for 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 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 5A and 5B or

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clause 7E 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)



As at 06 Dec 2017



The Company shall not be entitled to:

(i)



submit proposals to construct any new

port or to establish harbour or port

works installations or facilities, or to

expand modify or otherwise vary

harbour or works installations or

facilities otherwise than at or near the

town of Dampier within the boundaries

of the Port of Dampier; 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

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



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contemplated by subclauses (1)(a),

(1)(b) or (1)(c) or as permitted by

clause 7E; or

(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 and use of the relevant

works, installations or facilities; or



(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

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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.

(c)



Notwithstanding the provisions of clauses 5B

and 7E, 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.



(3)



Any use or making available for use as referred to in

subclause (1), or submission of proposals as 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.



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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 20

of the Principal Agreement (as applying

pursuant to clause 11(1)).



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)



(7)



page 280



Nothing in this clause shall be construed to exempt

the Company from complying with, or the application

of, the other provisions of this Agreement including,

without limitation, clause 20 of the Principal

Agreement (as applying pursuant to clause 11(1)) and

of relevant laws from time to time of the said State.

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;



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(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;



(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

7D.



As at 06 Dec 2017



(1)



For the purposes of this clause “Relevant

Infrastructure” means any works installations or

facilities (as defined in clause 7C(7)):

(a)



constructed or held under another Integration

Agreement;



(b)



which the Company is using in its activities

pursuant to this Agreement;

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(c)



(d)



(2)



page 282



which the Minister is satisfied (after consulting

with the Company and the Integration

Proponent for that other Integration

Agreement):

(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 consents

to the Company submitting proposals as

referred to in subclause (2).



The Company may as an additional proposal pursuant

to clause 5A 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

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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 5B 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.

(3)



This clause shall cease to apply in the event the State

gives any notice of default to the Company pursuant to

clause 12 and while such notice remains unsatisfied.



Miscellaneous Licences for Railways

7E.



(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));



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“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;

“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



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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

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;



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“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

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 in-principle 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



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(3)



(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 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

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Iron Ore (Hamersley Range) Agreement Act 1963

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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 be

taken, temporary accommodation facilities for

the railway workforce and water bores. The

provisions of clause 25 of the Principal

Agreement (as applying pursuant to

clause 11(2c)) shall not apply to this subclause.



page 288



(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 24, of

the Principal Agreement (as applying pursuant

to clause 11(1)), 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



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over the routes for the Lateral Access

Roads agreed pursuant to paragraph (a);

and

(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 2017



(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

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Iron Ore (Hamersley Range) Agreement Act 1963

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whose area any works are to be situated) with

respect to the undertaking of the relevant

Railway Operation, which 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.



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(b)



Proposals pursuant to paragraph (a) must

specify the matters agreed for the purpose

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 2017



furnish to the Minister’s reasonable

satisfaction evidence of all

accreditations under the Rail Safety Act



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which are required to be held by 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 5B shall apply mutatis

mutandis to detailed proposals submitted under

this subclause.



Additional Railway Proposals

(5)



page 292



(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 in-principle the proposed

construction of such spur line, Train

Loading Infrastructure or Train Unloading

Infrastructure. If the Minister gives

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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 5B shall mutatis mutandis apply to

detailed proposals submitted pursuant to this

subclause.



Grant of Tenure

(6)



As at 06 Dec 2017



(a)



On application made by the Company to the

Minister in such manner as the Minister may

determine, not later than 3 months after all its

proposals submitted pursuant to

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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 294



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

from time to time prescribed

under the Mining Act 1978; and



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(ii)



(b)



As at 06 Dec 2017



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

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

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time to time consider reasonable and at the

rentals from time to time prescribed under the

Mining Act 1978.



page 296



(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

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.



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(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 2017



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

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)”;



(C)



deleting “for any one or more of

the purposes prescribed” and

substituting “for the purpose

specified in clause 7E(6)(a)(i),

clause 7E(6)(a)(ii) or

clause 7E(6)(b), of 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”;



in section 91(3)(a), by deleting

“prescribed form” and substituting

“form required by 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”;



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(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 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”;



(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 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”;

(viii) by deleting mining regulations 37(2),

37(3), 42 and 42A; and

(ix)



page 298



by inserting at the beginning of mining

regulations 41(c) and (f) the words

“subject to 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”.



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(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.



Construction and operation of Railway

(7)



As at 06 Dec 2017



(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

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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.



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



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be provided in that Act or regulations made

under it).



As at 06 Dec 2017



(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 7D, 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 11(j) of the Principal

Agreement (as applying pursuant to clause 8)

but subject to clause 7D) 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 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.

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page 302



(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).



(j)



Subject to clause 7D, 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



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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)



(k)



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 clauses 10(2a) and (3) of the

Principal Agreement (as applying pursuant to

clause 7(4) regarding third party access as well

as the proviso to clause 10(2)(a) shall apply

mutatis mutandis to any Railway or Railway

spur line constructed pursuant to this 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

Company” in their capacity as such under 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 in relation to the

use or proposed use of land pursuant to

clause 7E of that agreement after and in



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accordance with approved proposals under

clause 7E 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 7E(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



(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

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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)



after “railway” the following “or land is being taken pursuant

to a Government agreement as

defined in section 2 of the

Government Agreements

Act 1979 (WA)”; and



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(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)



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(a)



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.



(b)



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.



(c)



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

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(9)



(ii)



in respect of it, the likely Railway spur line

Operation Date.



(d)



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.”;



by inserting at the end of clause 11(1) the following new

sentence:

“In addition clause 19 of the Principal Agreement shall apply to

and be deemed incorporated in this Agreement as if the reference

in the last sentence of that clause to “10L” was to “7C”;



(10)



In clause 12:

(a)



by inserting “granted under or pursuant to this Agreement

or held pursuant to this Agreement” after “any lease

sublease licence or other title”;



(b)



by inserting “or held pursuant hereto” before “shall

thereupon determine”;



(c)



in paragraph (a) by 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;



(d)



in paragraph (c) by:

(i)



inserting “granted under or pursuant to this

Agreement or held pursuant to this Agreement” after

“any lease sublease licence or other title”; and



(ii) inserting “or held pursuant thereto” after “granted

thereunder or pursuant thereto”;

(11)



by deleting clause 16; and



(12)



by inserting after the Second Schedule the following schedules:



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“THIRD SCHEDULE

WESTERN AUSTRALIA

IRON ORE (HAMERSLEY RANGE) AGREEMENT

ACT AMENDMENT ACT 1968

MINING ACT 1978

MISCELLANEOUS LICENCE FOR A RAILWAY

AND OTHER PURPOSES

No.



MISCELLANEOUS LICENCE [ ]



WHEREAS by the Agreement (hereinafter called “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, 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 7E(1) of the Agreement and otherwise

as provided in the Agreement) and, if applicable, other purposes AND

WHEREAS the Company pursuant to clause 7E(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 (Hamersley Range)

Agreement Act Amendment Act 1968, 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 7E(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

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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 7E(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:

-



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



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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)



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 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)



Paragraph (a) shall not apply to land the subject of this

licence that was included in this licence pursuant to

clause 7E(6)(h) or clause 7E(6)(i) of the Agreement.



2.



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 7E(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



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Locality:

Mineral Field

Area:

DATED at Perth this



day of



.



MINISTER FOR MINES



FOURTH SCHEDULE

WESTERN AUSTRALIA

IRON ORE (HAMERSLEY RANGE) AGREEMENT ACT

AMENDMENT ACT 1968

MINING ACT 1978

MISCELLANEOUS LICENCE FOR A LATERAL ACCESS ROAD

No.



MISCELLANEOUS LICENCE [ ]



WHEREAS by the Agreement (hereinafter called “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, 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 7E(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 (Hamersley Range)

Agreement Act Amendment Act 1968, 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

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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 7E(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.



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.]

SCHEDULE

Description of land



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Locality:

Mineral Field:

Area:

DATED at Perth this



day of



.



MINISTER FOR MINES

FIFTH SCHEDULE

WESTERN AUSTRALIA

IRON ORE (HAMERSLEY RANGE) AGREEMENT

ACT AMENDMENT ACT 1968

MINING ACT 1978

MISCELLANEOUS LICENCE FOR A LATERAL ACCESS ROAD

No.



MISCELLANEOUS LICENCE [ ]



WHEREAS by the Agreement (hereinafter called “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, 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 7E(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 (Hamersley Range)

Agreement Act Amendment Act 1968, 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

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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 7E(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.]

SCHEDULE

Description of land

Locality:

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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

HAMMERSLEY IRON PTY. LIMITED

ACN 004 558 276 was hereunto affixed

by authority of the Directors in the

presence of:

[Signature]



)

)

)

)

)



[C.S.]



ALAN DAVIES



Director

[Signature]

Secretary



HELEN FERNIHOUGH



[Thirteenth Schedule inserted: No. 61 of 2010 s. 6.]



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Fourteenth Schedule — Thirteenth Supplementary

Agreement

[s. 2]

[Heading inserted: No. 61 of 2011 s. 6.]

2011



THE HONOURABLE COLIN JAMES BARNETT

PREMIER OF THE STATE OF WESTERN AUSTRALIA



AND



HAMERSLEY IRON PTY. LIMITED

ACN 004 558 276



________________________________________________________________

IRON ORE (HAMERSLEY RANGE) AGREEMENT 1963

RATIFIED VARIATION AGREEMENT

________________________________________________________________



[Solicitor’s details]



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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

HAMERSLEY IRON PTY. LIMITED ACN 004 558 276 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

30 July 1963, approved by and scheduled to the Iron Ore (Hamersley

Range) Agreement Act 1963 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 9(2b) to be granted to the

Company under the Mining Act 1978; or



(b)



an easement or a lease requested under clause 9(2b)

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 other than the Mining Act 1904 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

notwithstanding references in this Agreement to the LAA)”;



by inserting after clause 8C the following new clauses:

“Community development plan

8D.



(1)



In this clause, the term “community and social

benefits” includes:

(a)



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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 8A, 10G, 10I, 10K or 10N,

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

8E.



(1)



In this clause, the term “local industry participation

benefits” means:

(a)



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the use and training of labour available

within the said State;



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(b)



the use of the services of engineers,

surveyors, architects and other professional

consultants, experts, specialists, project

managers and contractors available within

the said State; and



(c)



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



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promptly introduced to Western Australian

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.



As at 06 Dec 2017



(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 8A, 10G, 10I, 10K or 10N,

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.



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(3)



(6)



During the currency of this Agreement the Company

shall implement the plan provided under this clause.



(7)



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 9(1)(b):

(a)



by deleting “1904” in subparagraph (i) and substituting

“1978”; and



(b)



by inserting after sub-subparagraph E. the following new

paragraph:

“Notwithstanding clause 10L(2)(b)(iv), detailed proposals

may refer to activities on tenure which is proposed to be

granted pursuant to this paragraph (b) 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).”;



(4)



by inserting after subclause 9(2) the following new subclauses:

“Application for Eligible Existing Tenure to be held pursuant to this

Agreement

(2a)



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(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

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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)



As at 06 Dec 2017



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

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



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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 10L(2)(b)(iv) as

tenure held pursuant to this Agreement.

Application for Special Advance Tenure to be granted pursuant to this

Agreement

(2b)



Without limiting clause 9(1)(c), 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 10N)

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:



page 326



(c)



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

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)



if the Company does not submit detailed proposals

relating to construction of the relevant works

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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.

(2c)



(5)



(6)



The decisions of the Minister under subclauses (2a) and (2b)

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 9 by:

(a)



deleting in subclause (3) “subclause (2)” and substituting

“subclauses (2), (2a) and (2b)”; and



(b)



deleting in subclause (3a) “subclause (1)” and substituting

“subclauses (1), (2a) and (2b)”;



in clause 10(2) by:

(a)



deleting in paragraph (a) the words “allow crossing places for

roads stock and other railways and”;



(b)



inserting after paragraph (a) the following new paragraph:

“Crossings over Railway

(aa)



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)



As at 06 Dec 2017



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



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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

such crossings and associated

infrastructure,



provided that in forming his opinion under this

clause, the Minister must consult with the

Company;”;

(c)



deleting paragraph (j)(ii) and substituting the following

subparagraph:

“(ii)



(7)



on fine ore sold or shipped separately as such at the

rate of:

(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 10N 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)



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)



page 328



the title holder’s affected land is or was

subject to a miscellaneous licence granted

under the Mining Act 1978 for the purpose



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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

reasonable in all the circumstances

including having regard to:

(A)



the rights of the Company in

relation to the affected land as the

holder of the miscellaneous

licence, relative to its rights as the

holder 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.”; and



(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 2017



The provisions of clause 10(2)(aa) shall

apply mutatis mutandis to any Railway or

Railway spur line constructed pursuant to

this clause.”.



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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

HAMERSLEY IRON PTY. LIMITED

ACN 004 558 276 was hereunto affixed

by authority of the Directors in the presence of:

[Signature]



)

)

)

)



[C.S.]



Robert Paul Shannon



Director



[Signature]



Helen Fernihough



Secretary

[Fourteenth Schedule inserted: No. 61 of 2011 s. 6.]



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Fifteenth Schedule — Fourteenth Supplementary

Agreement

[s. 2]

[Heading inserted: No. 61 of 2011 s. 6.]

2011



THE HONOURABLE COLIN JAMES BARNETT

PREMIER OF THE STATE OF WESTERN AUSTRALIA



AND



HAMERSLEY IRON PTY. LIMITED

ACN 004 558 276



________________________________________________________________

IRON ORE (HAMERSLEY RANGE) AGREEMENT 1968

RATIFIED VARIATION AGREEMENT

________________________________________________________________



[Solicitor’s details]



As at 06 Dec 2017



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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

HAMERSLEY IRON PTY. LIMITED ACN 004 558 276 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

30 July 1963, approved by and scheduled to the Iron Ore (Hamersley

Range) Agreement Act 1963 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.



page 332



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 Bill referred to in subclause (1) has been passed

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by the State Parliament of Western Australia and commences to

operate as an Act.



3.



(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.



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 6(3b) to be granted to the

Company under the Mining Act 1978; or



(b)



an easement or a lease requested under clause 6(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 other than the Mining Act 1904 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

notwithstanding references in this Agreement to the LAA)”;



by inserting after clause 5C the following new clauses:

“Community development plan

5D.



(1)



In this clause, the term “community and social

benefits” includes:

(a)



page 334



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 clauses 5A or 7E of this Agreement

and 10G of the Principal Agreement (as applying

to this Agreement pursuant to clause 11(1)), 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

5E.



(1)



In this clause, the term “local industry participation

benefits” means:

(a)



page 336



the use and training of labour available

within the said State;



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(b)



the use of the services of engineers,

surveyors, architects and other professional

consultants, experts, specialists, project

managers and contractors available within

the said State; and



(c)



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



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promptly introduced to Western Australian

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.



page 338



(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 clauses 5A or 7E of this Agreement

and 10G of the Principal Agreement (as applying

to this Agreement pursuant to clause 11(1)), 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



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the date when a plan is first provided under this

clause.



(3)



(6)



During the currency of this Agreement the Company

shall implement the plan provided under this clause.



(7)



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 6(2) by:

(a)



in subparagraph (b)(i), deleting “1904” and substituting

“1978”; and



(b)



at the end of paragraph (b) inserting the following new

paragraph:

“Notwithstanding clause 7C(2)(b)(iv), detailed proposals may

refer to activities on tenure which is proposed to be granted

pursuant to this paragraph (b) 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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(4)



by inserting after clause 6(3) the following new subclauses:

“Application for Eligible Existing Tenure to be held pursuant to

this Agreement

(3a)



page 340



(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 7C(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 6(2)(c), 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 7E) 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 2017



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)



(5)



(6)



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 6 by:

(a)



deleting in subclause (4) “subclause (3)” and substituting

“subclauses (3), (3a) and (3b)”; and



(b)



deleting in subclause (4a) “subclause (2)” and substituting

subclauses (2), (3a) and (3b)”;



in clause 7(4) by:

(a)



(b)



page 342



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.



in the introductory paragraph:

(i)



inserting “(aa),” after “(a),”; and



(ii)



inserting “including” after “(j) (”; and



inserting in paragraph (c) after “paragraph (a)” the words

“and “the Company’s railway” in the said paragraph (aa)”;

and



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(7)



in clause 7E 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)



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

reasonable in all the circumstances

including having regard to:

(A)



the rights of the Company in

relation to the affected land as the

holder of the miscellaneous

licence, relative to its rights as the

holder 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)



As at 06 Dec 2017



deleting all words in paragraph (c) after “at the date

of such inclusion”; and

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Iron Ore (Hamersley Range) Agreement Act 1963

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(ii)



inserting after paragraph (k) the following new

paragraph:

“(l)



The provisions of clause 10(2)(aa) of the

Principal Agreement (as applying pursuant to

clause 7(4)) shall apply mutatis mutandis to

any Railway or Railway spur line

constructed pursuant to this clause.”.



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

HAMERSLEY IRON PTY. LIMITED

ACN 004 558 276 was hereunto affixed

by authority of the Directors in the presence of:

[Signature]



)

)

)

)



[C.S.]



Robert Paul Shannon



Director



[Signature]



Helen Fernihough



Secretary

[Fifteenth Schedule inserted: No. 61 of 2011 s. 6.]



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Iron Ore (Hamersley Range) Agreement Act 1963

Sixteenth Schedule

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Sixteenth Schedule — Fifteenth Supplementary Agreement

[s. 2]

[Heading inserted: No. 13 of 2017 s. 11.]

2017



THE HONOURABLE MARK McGOWAN

THE STATE OF WESTERN AUSTRALIA

and

HAMERSLEY IRON PTY. LIMITED

ACN 004 558 276



IRON ORE (HAMERSLEY RANGE) AGREEMENT 1963

RATIFIED VARIATION AGREEMENT



[Solicitor's details]



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Iron Ore (Hamersley Range) Agreement Act 1963

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THIS AGREEMENT is made this 29th day of September 2017



BETWEEN



THE HONOURABLE MARK McGOWAN, BA LLB MLA, Premier of the

State of Western Australia, acting for and on behalf of the said State and its

instrumentalities from time to time (hereinafter called the "State") of the first

part,

AND

HAMERSLEY IRON PTY. LIMITED ACN 004 558 276 of Level 22,

Central Park, 152-158 St Georges Terrace, Perth, Western Australia,

(hereinafter called the "Company" in which term shall be included its

successors and permitted assigns) of the second part.

RECITALS:

A.



The State and the Company are the parties to the agreement dated

30 July 1963, approved by and scheduled to the Iron Ore

(Hamersley Range) Agreement Act 1963 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 provisions of the

Principal Agreement on the terms and conditions set out in this

Agreement.



THE PARTIES AGREE AS FOLLOWS:

1.



Ratification and operation

(1) This Agreement, other than this clause, does not come into

operation except in accordance with subclause (2).

(2) This Agreement, other than this clause, comes into operation on

the day on which it is ratified by an Act of the Parliament of

Western Australia ("Operative Date") unless, before that day, it

terminates under subclauses (4) or (5).



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Iron Ore (Hamersley Range) Agreement Act 1963

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(3) The State must introduce in the Parliament of Western Australia

before 31 October 2017 or a later date agreed by the parties to

this Agreement a Bill to ratify this Agreement and must

endeavour to secure its passage as an Act.

(4) If by 31 December 2017 this Agreement has not been ratified by

an Act of the Parliament of Western Australia then, unless the

parties to this Agreement otherwise agree, this Agreement

terminates on that day 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.

(5) The parties agree that if the Principal Agreement is otherwise

determined in accordance with its provisions on a day prior to the

Operative Date, then this Agreement shall also terminate on and

from that day 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.

2.



Variations of the Principal Agreement

The Principal Agreement is hereby varied as follows:

(1)



in clause 1 by inserting after the definition of "Channar

Agreement" the following new definition:

"Channar Joint Venture Completion Date" means the

date (if it should occur prior to the cessation or

determination of the Channar Agreement) upon which an

associated company becomes, in accordance with clause 35

of the Channar Agreement, the sole entity comprising the

'Joint Venturers' for the purposes of that agreement;";



(2)



in clause 8E by inserting after subclause (7) the following

new subclause:

"(8) The Company acknowledges that its obligations

under this clause apply to its activities in connection

with agreements contemplated by clause 15(7) of the

Channar Agreement.";



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Iron Ore (Hamersley Range) Agreement Act 1963

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(3)



in clause 10 by inserting:

(a)



after the word "practicable" in paragraph (i) of

subclause (2) of clause 10 the following:

"(including in its activities in connection with

agreements contemplated by clause 15(7) of the

Channar Agreement)"; and



(b)



after subparagraph (i) of paragraph (a)

subclause (4) the following new subparagraph:



of



"(ia) iron ore mined from the mining lease granted

under the Channar Agreement; or"

(4)



in clause 10H:

(a)



in paragraph (b) of subclause (1) by replacing the

second reference to "clause" with "subclause"; and



(b)



inserting after subclause (1) the following new

subclauses:

"(1A) On and from the Channar Joint Venture

Completion Date and prior to the cessation

or determination of the Channar

Agreement the Company may from time to

time:

(a) with the written consent of the Joint

Venturers

under

the

Channar

Agreement and provided it is at that

date the holder of Mineral Lease 4SA

apply to the Minister for Mines for

inclusion in Mineral Lease 4SA of so

much of the land within the mining

lease granted under the Channar

Agreement as the Company then

desires and the Minister for Mines

shall upon the surrender of the land

applied for include that land in

Mineral Lease 4SA on terms and in

the

manner

contemplated

by

subclause (1)(a) above; and



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Iron Ore (Hamersley Range) Agreement Act 1963

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(b) with the written consent of the Joint

Venturers

under

the

Channar

Agreement and provided that they are

at that date the holder of any lease

licence easement grant or other title

made under the Channar Agreement,

apply for a similar right or rights for

the purpose of facilitating mining

from areas included or to be included

in Mineral Lease 4SA pursuant to

paragraph (a) of this subclause and the

State shall, consequent upon the

registration of the relevant surrender

or surrenders, grant or arrange to have

the appropriate authority or other

interested instrumentality of the State

grant such right or rights on terms and

in the manner contemplated by

subclause (1)(b) above.

(1B)



(5)



Except as otherwise agreed by the

Minister, the Company shall undertake and

complete

any

outstanding

decommissioning,

remediation,

rehabilitation and other closure activities

and works relating to land included in

Mineral Lease 4SA or the subject of a right

granted pursuant to this Clause in

accordance with all laws and requirements

applicable to that land immediately prior to

the inclusion or grant including

requirements

under

the

Channar

Agreement, the EP Act, the Mining

Act 1978, the LAA and the terms and

conditions of the former title."; and



in clause 28 by adding the following after "State":

"and the parties to this Agreement submit to the

jurisdiction of the courts of Western Australia in

relation to any action or proceeding to settle any



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Iron Ore (Hamersley Range) Agreement Act 1963

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dispute or question arising out of or in connection

with this Agreement".



EXECUTED AS A DEED.



SIGNED by THE HONOURABLE )

MARK McGOWAN, in the )

presence of:

)

[Signature]

................................................

Signature of THE

HONOURABLE MARK

McGOWAN



[Signature]

...................................................

Signature of witness

TRENA McDONALD

.......................................................

Name of witness (block letters)

EXECUTED by HAMERSLEY

IRON

PTY.

LIMITED

ACN 004 558 276 in accordance

with

section 127(1)

of

the

Corporations Act 2001 (Cth) by

authority of its directors:

[Signature]

...........................................................

Signature of director



)

)

)

)

)

)

[Signature]

...................................................

Signature of director/company

secretary*

*delete whichever is not applicable



PAUL SHANNON

...........................................................

Name of director (block letters)



MICHAEL GOLLSCHEWSKI

.....................................................

Name of director/company

secretary* (block letters)

*delete whichever is not applicable



[Sixteenth Schedule inserted: No. 13 of 2017 s. 11.]

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Iron Ore (Hamersley Range) Agreement Act 1963

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Iron Ore (Hamersley Range) Agreement Act 1963



Notes

1



This is a compilation of the Iron Ore (Hamersley Range) Agreement Act 1963 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 (Hamersley

Range) Agreement

Act 1963



24 of 1963

(12 Eliz. II

No. 24)



13 Nov 1963 13 Nov 1963



Iron Ore (Hamersley

Range) Agreement Act

Amendment Act 1964



98 of 1964

(13 Eliz. II

No. 98)



23 Dec 1964 23 Dec 1964



Reprint approved 1 Mar 1966 in Volume 19 of Reprinted Acts

Iron Ore (Hamersley

Range) Agreement Act

Amendment Act 1968



48 of 1968



12 Nov 1968 12 Nov 1968



Iron Ore (Hamersley

Range) Agreement Act

Amendment Act 1972



39 of 1972



16 Jun 1972



Iron Ore (Hamersley

Range) Agreement Act

Amendment Act 1976



93 of 1976



12 Nov 1976 12 Nov 1976



Iron Ore (Hamersley

Range) Agreement Act

Amendment Act 1979



26 of 1979



11 Sep 1979 11 Sep 1979



Iron Ore (Hamersley

Range) Agreement

Amendment Act 1982



39 of 1982



27 May 1982 27 May 1982



Iron Ore (Hamersley

Range) Agreement

Amendment Act 1987



27 of 1987



29 Jun 1987



Iron Ore (Hamersley

Range) Agreement

Amendment Act

(No. 2) 1987



60 of 1987



13 Nov 1987 13 Nov 1987 (see s. 2)



Iron Ore (Hamersley

Range) Agreement

Amendment Act 1990



32 of 1990



9 Oct 1990



page 352



16 Jun 1972



29 Jun 1987 (see s. 2)



9 Oct 1990 (see s. 2)



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Iron Ore (Hamersley Range) Agreement Act 1963



Short title



Number

and year



Assent



Commencement



Iron Ore (Hamersley

Range) Agreement

Amendment Act 1992



42 of 1992



2 Oct 1992



2 Oct 1992 (see s. 2)



Reprint of the Iron Ore (Hamersley Range) Agreement Act 1963 as at 10 Mar 2000

(includes amendments listed above)

Standardisation of

Formatting Act 2010 s. 4

and 42(2)



19 of 2010



28 Jun 2010



11 Sep 2010 (see s. 2(b) and

Gazette 10 Sep 2010 p. 4341)



Iron Ore Agreements

Legislation Amendment

Act 2010 Pt. 3



34 of 2010



26 Aug 2010 1 Jul 2010 (see s. 2(b)(ii))



Iron Ore Agreements

Legislation Amendment

Act (No. 2) 2010 Pt. 2



61 of 2010



10 Dec 2010 11 Dec 2010 (see s. 2(c))



Iron Ore Agreements

Legislation Amendment

Act 2011 Pt. 2



61 of 2011



14 Dec 2011 15 Dec 2011 (see s. 2(b))



Reprint 3: The Iron Ore (Hamersley Range) Agreement Act 1963 as at 17 Jan 2014

(includes amendments listed above)

Iron Ore (Channar Joint

Venture) (Hamersley

Range) Agreements

Amendment Act 2017

Pt. 3



13 of 2017



5 Dec 2017



2



Repealed by the Mining Act 1978.



3



Repealed by the Interpretation Act 1984.



4



6 Dec 2017 (see s. 2(b))



Marginal notes in the agreement have been represented as headnotes in this reprint

but that does not change their status as marginal notes.



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Iron Ore (Hamersley Range) Agreement Act 1963



Defined terms



Defined terms

[This is a list of terms defined and the provisions where they are defined.

The list is not part of the law.]



Defined term

Provision(s)

Agreement................................................................................................. 2, 4A(1)

Company ............................................................................................................... 2

Eighth Supplementary Agreement ........................................................................ 2

Eleventh Supplementary Agreement .................................................................... 2

Fifteenth Supplementary Agreement .................................................................... 2

Fifth Supplementary Agreement ........................................................................... 2

First Supplementary Agreement ........................................................................... 2

Fourteenth Supplementary Agreement ................................................................. 2

Fourth Supplementary Agreement ........................................................................ 2

Ninth Supplementary Agreement.......................................................................... 2

Second Supplementary Agreement ........................................................... 2, 4B(1)

Seventh Supplementary Agreement ...................................................................... 2

Sixth Supplementary Agreement .......................................................................... 2

Tenth Supplementary Agreement ......................................................................... 2

Third Supplementary Agreement .......................................................................... 2

Thirteenth Supplementary Agreement .................................................................. 2

Twelfth Supplementary Agreement ...................................................................... 2



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