Iron Ore Agreements Legislation Amendment Act (No. 2) 2010

 

Iron Ore Agreements Legislation Amendment Act (No. 2) 2010

CONTENTS

Part 1 — Preliminary

1.           Short title                                                                         2

2.           Commencement                                                               2

Part 2 — Iron Ore (Hamersley Range) Agreement Act 1963 amended

3.           Act amended                                                                   3

4.           Section 2 amended                                                           3

5.           Sections 4C, 4D and 4E inserted                                        3

4C.           Eleventh Supplementary Agreement                    3

4D.           Twelfth Supplementary Agreement                      4

4E.            State empowered                                                     4

6.           Twelfth and Thirteenth Schedules inserted                         4

Twelfth Schedule — Eleventh Supplementary Agreement

Thirteenth Schedule — Twelfth Supplementary Agreement

Part 3 — Iron Ore (Robe River) Agreement Act 1964 amended

7.           Act amended                                                                156

8.           Section 2 amended                                                        156

9.           Sections 4B and 4C inserted                                          156

4B.            Sixth variation agreement                                  156

4C.           State empowered under clause 9D(9)(a)       156

10.         Seventh Schedule inserted                                             156

Seventh Schedule — Sixth variation agreement

Part 4 — Iron Ore (Mount Bruce) Agreement Act 1972 amended

11.         Act amended                                                                233

12.         Section 2 amended                                                        233

13.         Sections 4B and 4C inserted                                          233

4B.            2010 Variation Agreement                                 233

4C.           State empowered under clause 20E(9)(a)     234

14.         Fourth Schedule inserted                                               234

Fourth Schedule — 2010 Variation Agreement

Part 5 — Iron Ore (Hope Downs) Agreement Act 1992 amended

15.         Act amended                                                                314

16.         Section 3 amended                                                        314

17.         Section 4 amended                                                        314

18.         Section 5 inserted                                                          315

5.              State empowered under clause 15C(9)(a)    315

19.         Schedule amended                                                        315

20.         Schedule 2 inserted                                                       315

Schedule 2 — First Variation Agreement

Part 6 — Iron Ore (Yandicoogina) Agreement Act 1996 amended

21.         Act amended                                                                399

22.         Section 3 amended                                                        399

23.         Section 4 amended                                                        399

24.         Section 5 inserted                                                          400

5.              State empowered under clause 12C(9)(a)    400

25.         Schedule 2 inserted                                                       400

Schedule 2 — First Variation Agreement

Part 7 — Iron Ore (Mount Newman) Agreement Act 1964 amended

26.         Act amended                                                                480

27.         Section 2 amended                                                        480

28.         Sections 4B and 4C inserted                                          480

4B.            Sixth Variation Agreement                                  480

4C.           State empowered under clause 9E(9)(a)       481

29.         Seventh Schedule inserted                                             481

Seventh Schedule — Sixth Variation Agreement

Part 8 — Iron Ore (Mount Goldsworthy) Agreement Act 1964 amended

30.         Act amended                                                                559

31.         Section 3 amended                                                        559

32.         Sections 5B and 5C inserted                                          559

5B.            Fourth Variation Agreement                               559

5C.           State empowered under clause 9E(9)(a)       560

33.         Fifth Schedule inserted                                                  560

Fifth Schedule — Fourth Variation Agreement

Part 9 — Iron Ore (Goldsworthy-Nimingarra) Agreement Act 1972 amended

34.         Act amended                                                                637

35.         Section 2 amended                                                        637

36.         Sections 6 and 7 inserted                                               637

6.              Second Variation Agreement                            637

7.              State empowered under clause 16C(9)(a)    638

37.         Schedule 3 inserted                                                       638

Schedule 3 — Second Variation Agreement

Part 10 — Iron Ore (McCamey’s Monster) Agreement Authorisation Act 1972 amended

38.         Act amended                                                                713

39.         Section 2A inserted                                                       713

2A.            Term used: current Agreement                         713

40.         Section 3 amended                                                        713

41.         Sections 4, 5 and 6 amended                                          714

42.         Sections 8 and 9 inserted                                               714

8.              Fourth Variation Agreement                               714

9.              State empowered under clause 11E(9)(a)     714

43.         Schedule 5 inserted                                                       714

Schedule 5 — Fourth Variation Agreement

Part 11 — Iron Ore (Marillana Creek) Agreement Act 1991 amended

44.         Act amended                                                                788

45.         Section 7 inserted                                                          788

7.              Variation of Agreement about size of ore products and applicable royalties                  788

46.         Section 3 amended                                                        790

47.         Section 4 amended                                                        790

48.         Sections 8 and 9 inserted                                               790

8.              Third Variation Agreement                                 790

9.              State empowered under clause 14C(9)(a)    791

49.         Schedule 4 inserted                                                       791

Schedule 4 — Third Variation Agreement

 

 

In the name and on behalf of the Queen I hereby assent to this Act.

 

 

 

GOVERNOR

Crest
Western Australia

I certify that I have examined this fair print and find that it corresponds in all respects with the Bill as passed by the Legislative Council and Legislative Assembly.

 

 

Clerk of the Parliaments

 

 

Iron Ore Agreements Legislation Amendment Act (No. 2) 2010

No. 61 of 2010

An Act to amend these Acts —

·the Iron Ore (Hamersley Range) Agreement Act 1963;

·the Iron Ore (Robe River) Agreement Act 1964;

·the Iron Ore (Mount Bruce) Agreement Act 1972;

·the Iron Ore (Hope Downs) Agreement Act 1992;

·the Iron Ore (Yandicoogina) Agreement Act 1996;

·the Iron Ore (Mount Newman) Agreement Act 1964;

·the Iron Ore (Mount Goldsworthy) Agreement Act 1964;

·the Iron Ore (Goldsworthy‑Nimingarra) Agreement Act 1972;

·the Iron Ore (McCamey’s Monster) Agreement Authorisation Act 1972;

·the Iron Ore (Marillana Creek) Agreement Act 1991.

 

[Assented to 10 December 2010]

 

 

The Parliament of Western Australia enacts as follows:

Part 1  Preliminary

1.           Short title

             This is the Iron Ore Agreements Legislation Amendment Act (No. 2) 2010.

2.           Commencement

             This Act comes into operation as follows —

                 (a)    Part 1 — comes into operation on the day on which this Act receives the Royal Assent (assent day);

                 (b)    section 45 is deemed to have come into operation on 1 July 2010 immediately after the Iron Ore Agreements Legislation Amendment Act 2010 Part 4 came into operation;

                 (c)    the rest of the Act — comes into operation on the day after assent day.

Part 2  Iron Ore (Hamersley Range) Agreement Act 1963 amended

3.           Act amended

             This Part amends the Iron Ore (Hamersley Range) Agreement Act 1963.

4.           Section 2 amended

     (1)    At the end of section 2 insert:

 

    the Eleventh Supplementary Agreement means the agreement a copy of which is set out in the Twelfth Schedule;

    the Twelfth Supplementary Agreement means the agreement a copy of which is set out in the Thirteenth Schedule.

 

     (2)    In section 2 in the definition of the Tenth Supplementary Agreement delete “Schedule.” and insert:

 

             Schedule;

 

5.           Sections 4C, 4D and 4E inserted

             After section 4B insert:

 

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

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.

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.

 

6.           Twelfth and Thirteenth Schedules inserted

             After the Eleventh Schedule insert:

Twelfth Schedule — Eleventh Supplementary Agreement

[s. 2]

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]


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 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)           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

(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;
"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)          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 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)           in the case of iron ore initially sold at cost pursuant to paragraph (B) of the proviso to 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;";

(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";

(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:

(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).";

(2)         by inserting after clause 8 the following new clauses:

"Additional Proposals

8A.        (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 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 covered by such notice and such of the other matters mentioned in clause 5(1)(a) 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 8B, 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 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 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)         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 to be assessed under Part IV of the EP Act the Minister shall only give notice to the Company of his decision in respect to the proposal within 2 months after service on him of an authority under section 45(7) of the EP Act.

(3)         If the decision of the Minister is as mentioned in either of paragraphs (a), (c) or (d) of subclause (1) the Minister shall afford the Company full opportunity to consult with him and should it so desire to submit new or revised proposals either generally or in respect to some particular matter.

(4)         If the decision of the Minister is as mentioned in either of paragraphs (c) or (d) of subclause (1) and the Company considers that the decision is unreasonable the Company within 2 months after receipt of the notice mentioned in subclause (2) may elect to refer to arbitration in the manner hereinafter provided the question of the reasonableness of the decision PROVIDED THAT any requirement of the Minister pursuant to the proviso to subclause (1) shall not be referable to arbitration hereunder. A decision of the Minister under paragraph (a) of subclause (1) shall not be referable to arbitration under this Agreement.

(5)         If by the award made on the arbitration pursuant to subclause (4) the dispute is decided in favour of the Company the
decision shall take effect as a notice by the Minister that he is so satisfied with and approves the matter or matters the subject of the arbitration.

(6)          The Company shall implement the approved proposals in accordance with the terms thereof.

(7)         Notwithstanding clause 21, the Minister may during the implementation of approved proposals approve variations to those proposals.

Notification of possible proposals

8C.        (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 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 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

(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)       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:

(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.

(g)       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.";

(3)         in paragraph (b) of clause 9(1):

(i)          by deleting "Clause 6 or Clause 7" and substituting "clauses, 6, 7, 8B, 10I or 10K";

(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";


(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

(iii)         in the proviso by deleting "or (as the case may be) all iron ore concentration products";

(4)         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)          from the Company's wharf; or

(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:

(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 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)     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;";


(6)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

(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 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)         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";

(9)         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)         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 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.";

(b)         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";


(11)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),";

(c)         inserting after subclause (3) the following new subclause:

"(3a)      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

(d)         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:

(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";

(14)       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";

(15)       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.";

(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.";

(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)      iron ore mined from a Mining Act 1978 mining lease located in, or proximate to, the Pilbara region of the said State which is held by a Related Entity alone or with a third party or parties (excluding any mining lease granted pursuant to, or held under, a Government agreement);

(B)      with the prior approval of the Minister, iron ore mined in, or proximate to, the Pilbara region of the said State under a Government agreement (excluding an Integration Agreement);

(C)      with the prior approval of the Minister, iron ore mined
by a third party from a Mining Act 1978 mining 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;

(b)       make any existing or new works installations or facilities constructed or held under this Agreement available for use (wholly or partly) by another Integration Proponent during the continuance of its Integration Agreement in the activities of that Integration Proponent carried on by it pursuant to its Integration Agreement including, without limitation, as part of those activities, transporting by railway and shipping from a loading port and undertaking any ancillary and incidental activities in doing so (including, without limitation, blending permitted by that Integration Agreement) of:

(i)      iron ore mined from a Mining Act 1978 mining lease located in, or proximate to, the Pilbara region of the said State which is held by a Related Entity alone or with a third
party or parties (excluding any mining lease granted pursuant to, or held under, a Government agreement);

(ii)     with the prior approval of the Minister (as defined in that Integration Agreement), iron ore mined in, or proximate to, the Pilbara region of the said State under a Government agreement (excluding an Integration Agreement);

(iii)    with the prior approval of the Minister (as defined in that Integration Agreement), iron ore mined by a third party from a Mining Act 1978 mining lease located in, or proximate to, the Pilbara region of the said State (excluding under a Government agreement) which has been purchased by that Integration Proponent from the third party;

(iv)    iron ore mined under an Integration Agreement;

(c)       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)     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 this Agreement for the supply of electricity permitted to be made under an Integration Agreement.

(2)    (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 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 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 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)    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 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.

(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 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):

(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


(d)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).

(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 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 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 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 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)       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 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 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, 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)        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 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 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)          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 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.

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)           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


(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 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)         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.

(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)           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";

(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.

(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)        Subject to and in accordance with approved proposals, the Rail Safety Act and the grant of the relevant Special Railway Licence and any associated Lateral Access Road Licences the Company shall in a proper and workmanlike manner and in accordance with recognised standards for railways of a similar nature operating under similar conditions construct the Railway and associated Additional Infrastructure and access roads within the Railway Corridor and shall also construct inter alia any necessary sidings, crossing points, bridges, signalling switches and other works and appurtenances and provide for crossings and (where appropriate and required by the Minister) grade separation or other protective devices including flashing lights and boom gates at places where the Railway crosses or intersects with major roads or existing railways.

(b)       The Company shall while the holder of a Special Railway Licence:

(i)      keep the Railway the subject of that licence in an operable state; and


(ii)ensure that the Railway the subject of that licence is operated in a safe and proper manner in compliance with all applicable laws from time to time; and

(iii)    without limiting subparagraph (ii) ensure that the obligations imposed under the Rail Safety Act on an owner and an operator (as those terms are therein defined) are complied with in connection with the Railway the subject of that licence.

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 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 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)          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 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 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)          "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

(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.

(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)        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 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:

(a)         inserting "or pursuant hereto" after "granted hereunder"; and

(b)         inserting "or held pursuant hereto" after "clause 20 hereof of land";

(24)       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)         inserting "or held pursuant hereto" after the subsequent 2 references to "granted hereunder or pursuant hereto"; and

(c)         deleting "occupied by the Company" and substituting "the subject of any lease, licence, easement or other title granted under or pursuant to this Agreement, or held pursuant to this Agreement";

(25)       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)       in clause 20A(a) by inserting "or held pursuant hereto" after "granted hereunder or pursuant hereto";

(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
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.

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

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 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:

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.


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"


EXECUTED as a deed.

SIGNED by THE HONOURABLE         )

COLIN JAMES BARNETT                   )          [Signature]

in the presence of:                                      )

[Signature]

STEPHEN WOOD

THE COMMON SEAL of                      )

HAMMERSLEY IRON PTY. LIMITED           )               [C.S.]

ACN 004 558 276 was hereunto affixed       )

by authority of the Directors in the               )

presence of:                                               )

[Signature]

 

ALAN DAVIES

Director

 

 

[Signature]

 

HELEN FERNIHOUGH

Secretary

 

 

 


Thirteenth Schedule — Twelfth Supplementary Agreement

[s. 2]

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]


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.

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:

(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

(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;

(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:

(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).";

(2)    by inserting after clause 5 the following new clauses:

"Additional proposals

5A.   (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 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)    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 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)      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 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)     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.

(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.    (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 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

(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)     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:

(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)     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.";

(3)    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";

(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

(c)    in the proviso by deleting "or (as the case may be) all iron ore concentration products" and "or iron ore concentration products";

(4)   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)   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)";


(6)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:

(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 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."; and

(b)    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.   (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 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.


(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.

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:

(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 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.

(b)    make any existing or new works installations or facilities constructed or held under this Agreement available for use (wholly or partly) by another Integration Proponent during the continuance of its Integration Agreement in the activities of that Integration Proponent carried on by it pursuant to its Integration Agreement including, without limitation, as part of those activities, transporting by railway and shipping from a loading port and undertaking any ancillary and incidental activities in doing so (including, without limitation, blending permitted by that Integration Agreement) of:

(i)     iron ore mined from a Mining Act 1978 mining lease located in, or proximate to, the Pilbara region of the said State which is held by a Related Entity alone or with a third party or parties (excluding any mining lease granted pursuant to, or held under, a Government agreement);

(ii)     with the prior approval of the Minister (as defined in that Integration Agreement), iron ore mined in, or proximate to, the Pilbara region of the said State under a Government agreement (excluding an Integration Agreement);

(iii)    with the prior approval of the Minister (as defined in that Integration Agreement), iron ore mined by a third
party from a Mining Act 1978 mining lease located in, or proximate to, the Pilbara region of the said State (excluding under a Government agreement) which has been purchased by that Integration Proponent from the third party;

(iv)    iron ore mined under an Integration Agreement;

(c)     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)     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 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.

(2)     (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 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)    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 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 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.

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)    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.


(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 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.   (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;

(c)    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


(d)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).

(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 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));

"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 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;

"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

(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 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.

(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 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)     (a)     The Company shall, subject to the EP Act, the provisions of this Agreement, agreement at that time subsisting in respect of the matters required to be agreed pursuant to subclause 3(a), submit to the Minister by the latest date applying under subclause (2)(c) to the fullest extent reasonably practicable its detailed proposals (including plans where practicable and specifications where reasonably required by the Minister and any other details normally required by a local government in whose area any works are to be situated) with respect to the undertaking of the relevant Railway Operation, which proposals shall include the location, area, layout, design, materials and time program for the commencement and completion of construction or the provision (as the case may be) of each of the following matters namely:

(i)      the Railway including fencing (if any) and crossing places within the Railway Corridor;

(ii)     Additional Infrastructure (if any) within the Railway Corridor;

(iii)    temporary accommodation and ancillary temporary facilities for the railway workforce on, or in the vicinity of, the Railway Corridor and housing and other appropriate facilities elsewhere for the Company’s workforce;

(iv)    water supply;

(v)     energy supplies;


(vi)access roads within the Railway Corridor and Lateral Access Roads both along the routes for those roads agreed between the Minister and the Company pursuant to subclause 3(a);

(vii)   any other works, services or facilities desired by the Company; and

(viii)   use of local labour, professional services, manufacturers, suppliers contractors and materials and measures to be taken with respect to the engagement and training of employees by the Company, its agents and contractors.

(b)     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)      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 5B shall apply mutatis mutandis to detailed proposals submitted under this subclause.

Additional Railway Proposals

(5)     (a)     If the Company at any time during the currency of a Special Railway Licence desires to construct a Railway spur line (connecting to the Railway the subject of that Special Railway Licence) or desires to significantly modify, expand or otherwise vary its activities within the land the subject of the Special Railway
Licence that are the subject of this Agreement and that may be carried on by it pursuant to this Agreement (other than by the construction of a Railway spur line) beyond those activities specified in any approved proposals for that Railway, it shall give notice of such desire to the Minister and furnish to the Minister with that notice an outline of its proposals in respect thereto (including, without limitation, such matters mentioned in subclause (4)(a) as are relevant or as the Minister otherwise requires).

(b)     If the notice relates to a Railway spur line, or to the construction of Train Loading Infrastructure or Train Unloading Infrastructure on land outside the then Railway Corridor, the Minister shall within one month of receipt of such notice advise the Company whether or not he approves 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 5B shall mutatis mutandis apply to detailed proposals submitted pursuant to this subclause.

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)        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

(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 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)     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.

(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)     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";

(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 Amendment Act 1968, as from time to time added to, varied or amended";

(iii)    by deleting sections 91(6), 91(9), 91(10) and 91B;

(iv)    in section 92, by deleting "Sections 41, 42, 44, 46, 46A, 47 and 52 apply," and inserting "Section 46A (excluding in subsection (2)(a) "the mining registrar,
the warden or") applies," and by deleting "in those provisions" and inserting "in that provision";

(v)     by deleting the full stop at the end of the section 94(1) and inserting, "except to the extent otherwise provided in, or to the extent that such terms and conditions are inconsistent with, the agreement 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)    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".

(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)     (a)     Subject to and in accordance with approved proposals, the Rail Safety Act and the grant of the relevant Special Railway Licence and any associated Lateral Access Road Licences the
Company shall in a proper and workmanlike manner and in accordance with recognised standards for railways of a similar nature operating under similar conditions construct the Railway and associated Additional Infrastructure and access roads within the Railway Corridor and shall also construct inter alia any necessary sidings, crossing points, bridges, signalling switches and other works and appurtenances and provide for crossings and (where appropriate and required by the Minister) grade separation or other protective devices including flashing lights and boom gates at places where the Railway crosses or intersects with major roads or existing railways.

(b)     The Company shall while the holder of a Special Railway Licence:

(i)      keep the Railway the subject of that licence in an operable state; and

(ii)     ensure that the Railway the subject of that licence is operated in a safe and proper manner in compliance with all applicable laws from time to time; and

(iii)    without limiting subparagraph (ii) ensure that the obligations imposed under the Rail Safety Act on an owner and an operator (as those terms are therein defined) are complied with in connection with the Railway the subject of that licence.

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 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.

(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 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(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 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 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

(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.

(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.";


(9)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:


"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 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 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

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 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

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 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:

Mineral Field:

Area:

DATED at Perth this day of .

MINISTER FOR MINES"


EXECUTED as a deed.

SIGNED by THE HONOURABLE         )

COLIN JAMES BARNETT                   )          [Signature]

in the presence of:                                      )

[Signature]

STEPHEN WOOD

THE COMMON SEAL of                       )

HAMMERSLEY IRON PTY. LIMITED           )               [C.S.]

ACN 004 558 276 was hereunto affixed       )

by authority of the Directors in the               )

presence of:                                               )

[Signature]

 

ALAN DAVIES

Director

 

 

[Signature]

 

HELEN FERNIHOUGH

Secretary

 

 

 

Part 3  Iron Ore (Robe River) Agreement Act 1964 amended

7.           Act amended

             This Part amends the Iron Ore (Robe River) Agreement Act 1964.

8.           Section 2 amended

             In section 2 insert in alphabetical order:

 

    the sixth variation agreement means the agreement a copy of which is set forth in the Seventh Schedule to this Act;

 

9.           Sections 4B and 4C inserted

             After section 4A insert:

 

4B.        Sixth variation agreement

    (1)    The sixth variation agreement is ratified.

    (2)    The implementation of the sixth variation agreement is authorised.

    (3)    Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the sixth variation agreement is to operate and take effect despite any other Act or law.

4C.        State empowered under clause 9D(9)(a)

            The State has power in accordance with clause 9D(9)(a) of the Agreement.

 

10.         Seventh Schedule inserted

             After the Sixth Schedule insert:

Seventh Schedule — Sixth variation agreement

[s. 2]

2010

THE HONOURABLE COLIN JAMES BARNETT
PREMIER OF THE STATE OF WESTERN AUSTRALIA

AND

ROBE RIVER LIMITED
ACN 008 478 493

ROBE RIVER MINING CO PTY. LIMITED
ACN 008 694 246

MITSUI IRON ORE DEVELOPMENT PTY. LTD.
ACN 008 734 361

NORTH MINING LIMITED
ACN 000 081 434

NIPPON STEEL AUSTRALIA PTY. LTD.
ACN 001 445 049

SUMITOMO METAL AUSTRALIA PTY. LTD.
ACN 001 444 604

 

IRON ORE (ROBE RIVER) AGREEMENT 1964

RATIFIED VARIATION AGREEMENT

 

[Solicitor’s details]


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

ROBE RIVER LIMITED ACN 008 478 493 of Level 33, 120 Collins Street, Melbourne, Victoria (RRL)

AND

ROBE RIVER MINING CO PTY. LIMITED ACN 008 694 246 of Level 27, Central Park, 152 ‑ 158 St George's Terrace, Perth, Western Australia (RRMC),

MITSUI IRON ORE DEVELOPMENT PTY. LTD. ACN 008 734 361 of Level 26, Exchange Plaza, 2 The Esplanade, Perth, Western Australia (Mitsui),

NORTH MINING LIMITED ACN 000 081 434 of Level 33, 120 Collins Street, Melbourne, Victoria (NML),

NIPPON STEEL AUSTRALIA PTY. LTD. ACN 001 445 049 of Level 24, 1 York Street, Sydney, New South Wales, SUMITOMO METAL AUSTRALIA PTY. LTD. ACN 001 444 604 of Level 39, Australia Square, 264 George Street, Sydney, New South Wales, and the said MITSUI IRON ORE DEVELOPMENT PTY. LTD. which 3 companies carry on business under the name of Cape Lambert Iron Associates (CLIA), and

the said NIPPON STEEL AUSTRALIA PTY LTD and SUMITOMO METAL AUSTRALIA PTY LTD which 2 companies carry on business together under the name Pannawonica Iron Associates (PIA).

(RRMC, Mitsui, NML, CLIA and PIA are collectively referred to in this Agreement as the Robe Participants.)


RECITALS

A.     The State, RRL and the Robe Participants are now the parties to the agreement dated 18 November 1964, approved by and scheduled to the Iron Ore (Robe River) Agreement Act 1964 and which as subsequently added to, varied or amended is referred to in this Agreement as the "Principal Agreement".

B.     The parties wish to vary the Principal Agreement.

Operative provisions

1.     Subject to the context, the words and expressions used in this Agreement have the same meanings respectively as they have in and for the purpose of the Principal Agreement.

2.     The State shall introduce and sponsor a Bill in the Parliament of Western Australia to ratify this Agreement and shall endeavour to secure its passage as an Act prior to 31 December 2010 or such later date as the parties may agree.

3.      (a)    Clause 4 does not come into operation unless or until an Act passed in accordance with clause 2 ratifies this Agreement.

(b)    If by 30 June 2011, or such later date as may be agreed pursuant to clause 2, clause 4 has not come into operation then unless the parties hereto otherwise agree this Agreement shall cease and determine and none of the parties shall have any claim against the other parties with respect to any matter or thing arising out of or done or performed or omitted to be done or performed under this Agreement.

4.      The Principal Agreement is varied as follows:

(1)     in clause 1:

(a)    by deleting the current definition of "direct shipping ore", "fine ore" and "fines";


(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" 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;

"EP Act" means the Environmental Protection Act 1986 (WA);

"fine ore" means iron ore (not being beneficiated ore or pisolite fine ore) which is screened and will pass through a 6.3 millimetre mesh screen;

"Integration Agreement" means:

(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

(i)     the agreement ratified by and scheduled to the Iron Ore (Goldsworthy‑Nimingarra) Agreement Act 1972, as from time to time added to, varied or amended; or

(j)     the agreement authorised by and as scheduled to the Iron Ore (McCamey's Monster) Agreement Authorisation Act 1972, as from time to time added to, varied or amended; or

(k)    the agreement ratified by and scheduled to the Iron Ore (Marillana Creek) Agreement Act 1991, as from time to time added to, varied or amended;

"Integration Proponent" means in relation to an Integration Agreement, "the Company" or "the Joint Venturers" as the case may be as defined in, and for the purpose of, that Integration Agreement;

"iron ore" includes, without limitation, beneficiated ore;


"laws relating to native title" means laws applicable from time to time in the said State in respect of native title and includes the Native Title Act 1993 (Commonwealth);

"lump ore" means iron ore (not being beneficiated ore or pisolite fine ore) which is screened and will not pass through a 6.3 millimetre mesh screen;

"metallised agglomerates" means products resulting from the reduction of iron ore by any method whatsoever and having an iron content of not less than 85%;

"Minister for Mines" means the Minister in the Government of the said State for the time being responsible (under whatsoever title) for the administration of the Mining Act 1978 (WA);

"pisolite fine ore" means iron ore (not being beneficiated ore) derived from channel iron deposits that appear to be chemically precipitated sedimentary deposits comprised of a pisolitic texture of hematite grains rimmed with geothite in a geothitic matrix and:

(a)    having a product grade loss on ignition of 8.5% or greater; and

(b)    which will pass through an 9.5 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; and

"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 "have regard to" 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 clause 9(2)(e), the prices for that type of iron ore prevailing at the time the price for such iron ore was agreed between the arm's length purchaser referred to in paragraph (B)(iii) of that proviso and the seller in relation to the type of sale and the relevant international seaborne iron ore market into which such iron ore was sold and where prices beyond the deemed f.o.b. point are being considered the deductions mentioned in the definition of f.o.b. value; and

(ii)    in any other case, the prices for that type of iron ore prevailing at the time the price for such iron ore was agreed between the Company and the purchaser in relation to the type of sale and the market into which such iron ore was sold and where prices beyond the 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 9(2)(e) and (f) also any additional wharf constructed by the Company pursuant to this Agreement" before the semi colon;

(e)    in the definition of "f.o.b. value" by:

(i)      in paragraph (i):

                  (A)   inserting "subject to paragraph (ii)", before "in the case of"; and

                  (B)   deleting "assessed as" and substituting "assessed on";

(ii)     renumbering paragraph (ii) as paragraph (iii); and

(iii)    inserting after paragraph (i) the following new paragraph:

"(ii)   in the case of iron ore initially sold at cost pursuant to paragraph (B) of the proviso to clause 9(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; and";

(f)     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;";

(g)    in the definition of "mineral lease" by deleting "clause 10A" and substituting "clauses 9A or 10A";

(h)    in the definition of "secondary processing" by deleting "concentration or other beneficiation of iron ore other than by crushing or screening" and substituting "beneficiation of iron ore";

(i)     in the sentence beginning "marginal notes", by inserting "and clause notes" after "marginal notes"; and

(j)     by inserting at the end of clause 1 the following new paragraphs:

"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:

(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).";

(2)    by deleting clauses 7A and 7AB and substituting the following new clauses:

"7A.  (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 clauses 7AC, 7C or 9D) beyond those activities specified in any proposals approved pursuant to clause 6 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 covered by such notice and such of the other matters mentioned in clause 5(2)(a) 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 7AB, 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 7A

                  7AB.(1)      In respect of each proposal pursuant to subclause (1) of clause 7A 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 7A(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)     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 9B for the purpose of that clause) as contemplated by clause 9B. It may
not be so exercised in respect of a proposal if pursuant to clause 7AD(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 7AD(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 7AD(5) in respect of that single preferred development.

(2)    The Minister shall within 2 months after receipt of proposals pursuant to clause 7A(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.

(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 referrable 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 14, the Minister may during the implementation of approved proposals approve variations to those proposals.";

         (3)    by inserting after clause 7AC the following new clause:

"Notification of possible proposals

                  7AD. (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 clause 9B) 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 9B for the purpose of that clause) as contemplated by clause 9B.

                  (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

(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)    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:

(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)     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.";

(4)    in clause 8(1)(b) by:

(a)    in the second line deleting "clause 6" and substituting "clauses 6 or 7AB";

(b)    in subparagraph (i):

         (i)     inserting "or cause to be granted" after "granted";

         (ii)     in the paragraph beginning "at peppercorn rental", deleting "the harbour area";

         (iii)    inserting after that paragraph the following new paragraph:

"at commercial rentals, licence or easement fees as applicable – leases, licences or easements within Port Walcott; and",

         (iv)    inserting ", the Marine and Harbours Act 1981 (WA)" after "Jetties Act 1926"; and

(v)    inserting "installations or facilities" before "and operations hereunder"; and

(c)    in the proviso following subparagraph (iii):

(A)   deleting "and iron ore concentrates and iron ore pellets" after "all iron ore"; and


(B)deleting "or in the case of iron ore or concentrates production as the case may be of the iron or iron ore concentrates or iron ore pellets" and substituting "of the iron ore";

(5)    by inserting after subclause (3) of clause 8 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.";

(6)    by deleting paragraph (e) of clause 9(2) and substituting the following new paragraphs:

"(e)   ship, or procure the shipment of, all iron ore mined from the mineral lease and sold:

(i)     from the Company's wharf; or

(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:

(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 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 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)  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;";

(7)    by deleting paragraph (j) of clause 9(2) and substituting the following new paragraph:

"(j)    pay to the State royalty on all iron ore from the mineral lease (other than iron ore shipped solely for testing purposes) as follows:

(i)     on lump ore and on fine ore and pisolite fine ore not sold or shipped separately as such at the rate of 7.5% of the f.o.b. value;

(ii)     on fine ore and pisolite fine ore sold or shipped separately as such at the rate of 5.625% of the f.o.b. value;

(iii)    on beneficiated ore at the rate of 5% of the f.o.b. value; and

(iv)    on all other iron ore at the rate of 7.5% of the f.o.b. value.

Where beneficiated ore is produced from an admixture of iron ore from the mineral lease and iron ore from elsewhere, a portion (and a portion only) of the beneficiated ore so produced being equal to the proportion that the amount of the iron in the iron ore from the mineral lease used in the production of that beneficiated ore bears to the total amount of iron in the iron ore so used shall be deemed to be produced from iron ore from the mineral lease.

Where for the purpose of determining f.o.b. value, it is necessary to convert an amount or price to Australian currency, the conversion
is to be calculated using a rate (excluding forward hedge or similar contract rates) that has been approved by the Minister at the request of the Company and in the absence of such request as determined by the Minister to be a reasonable rate for the purpose.

The provisions of regulation 85AA (Effect of GST etc. on royalties) of the Mining Regulations 1981 (WA) shall apply mutatis mutandis to the calculation of royalties under this clause;";

(8)    in clause 9(2)(k):

(a)    by deleting "or iron ore pellets or iron ore concentrates";

(b)    by inserting ", and also showing such other information in relation to the abovementioned iron ore as the Minister may from time to time reasonably require in regard to, and to assist in verifying, the calculation of royalties in accordance with paragraph (j)" after "the due date of return"; and

(c)    by deleting all the words after "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; and

(ii)     in any other case, invoices or provisional invoices (as the case may be) rendered by the Company to the purchaser (which invoices the Company shall render without delay simultaneously furnishing copies thereof to the Minister) of such iron ore or on the basis of estimates as agreed or determined,

and shall from time to time in the next following appropriate return and payment make (by the return and by cash) all such necessary adjustments (and give to the Minister full details thereof) when the f.o.b. values shall have been finally calculated, agreed or determined;";


(9)in clause 9(2)(n):

(a)    in subparagraph (i):

(i)     by deleting "books of account and records (including but not limited to contracts) of the Company" and substituting "books, records, accounts, documents (including contracts), data and information of the Company stored by any means ";

(ii)    by deleting "or iron ore pellets or iron ore concentrates"; and

(iii)   by inserting "(in whatever form)" after "copies or extracts"; and

(b)    by deleting the full stop at the end of subparagraph (ii) and substituting "; and" and the following new subparagraph:

"(iii)   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 subparagraph (i) to enable the exercise of rights by the Minister or the Minister's nominee under subparagraph (i), 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 9(4):

(a)    by deleting paragraph (a) and substituting the following new paragraph:

"(a)   The Company may blend iron ore mined from the mineral lease with any:

(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 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."; and

(b)    in paragraph (b):

(i)     by deleting "there is" and substituting "there are";

(ii)    by deleting "between the relevant Government agreements"; and

(iii)    by deleting "blended and" and substituting "blended as between each of the sources referred to in paragraph (a)"; and

(iv)   inserting a comma after "processing";

(11)   by inserting after clause 9 the following new clauses:

"Additional areas

                  9A.   (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:

(a)    areas held by the Company or an associated company under a mining tenement granted under the Mining Act 1978;

(b)    the area shaded in red on Plan "A" initialled by or on behalf of the parties for the purpose of identification (and being at the variation date the subject of Mineral Lease 4SA),

                                   to be included in the mineral lease but so that the total area of the mineral lease, any land that may be included in the mineral lease pursuant to this Agreement and of any other mineral lease or mining lease granted under or pursuant to this Agreement (as aggregated) shall not at any time exceed 777 square kilometres. The Minister shall confer with the Minister for Mines in regard to any such application and if they approve the application the Minister for Mines shall upon the surrender of the relevant mining tenement, or in respect of the area referred to in paragraph (b) above the surrender of that area from Mineral Lease 4SA, 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.

(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 7A.

Integrated use of works installations or facilities under the Integration Agreements

9B.   (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 9(4)) of:

(A)   iron ore mined from a Mining Act 1978 mining lease located in, or proximate to, the Pilbara region of the said State which is held by a Related Entity alone or with a third party or parties (excluding any mining lease granted pursuant to, or held under, a Government agreement);

(B)    with the prior approval of the Minister, iron ore mined in, or proximate to, the Pilbara region of the said State under a Government agreement (excluding an Integration Agreement); or

(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;


(b)make any existing or new works installations or facilities constructed or held under this Agreement available for use (wholly or partly) by another Integration Proponent during the continuance of its Integration Agreement in the activities of that Integration Proponent carried on by it pursuant to its Integration Agreement including, without limitation, as part of those activities, transporting by railway and shipping from a loading port and undertaking any ancillary and incidental activities in doing so (including, without limitation, blending permitted by that Integration Agreement) of:

(i)      iron ore mined from a Mining Act 1978 mining lease located in, or proximate to, the Pilbara region of the said State which is held by a Related Entity alone or with a third party or parties (excluding any mining lease granted pursuant to, or held under, a Government agreement);

(ii)     with the prior approval of the Minister (as defined in that Integration Agreement) iron ore mined in, or proximate to, the Pilbara region of the said State under a Government agreement (excluding an Integration Agreement);

(iii)    with the prior approval of the Minister (as defined in that Integration Agreement), iron ore mined by a third party from a Mining Act 1978 mining lease located in, or proximate to, the Pilbara region of the said State (excluding under a Government agreement) which has been purchased by that Integration Proponent from the third party;


(iv)iron ore mined under an Integration Agreement;

                  (c)    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)    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 this Agreement for the supply of electricity permitted to be made under an Integration Agreement.

(2)    (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 7A and 7AB or clause 9D 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 within the boundaries of Port Walcott; 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 contemplated by subclauses (1)(a), (1)(b) or (1)(c) or as permitted by clause 9D; 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 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 7AB and 9D, 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.

                   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 13.

                 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)    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 13 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 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

9C.   (1)    For the purposes of this clause "Relevant Infrastructure" means any works installations or facilities (as defined in clause 9B(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):

(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

(d)    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).

(2)    The Company may as an additional proposal pursuant to clause 7A 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 7AB 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.

Miscellaneous Licences for Railways

                  9D.   (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 Land Administration Act 1977 (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 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 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 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)    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 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 18 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 17, any agreement made pursuant to paragraph (a) before such date is extended or varied shall unless the Minister notifies the Company otherwise be deemed to be at an end and neither party shall have any claim against the other in respect of it.

(c)    The Company acknowledges that it shall be responsible for liaising with every title holder in respect of the land affected and for obtaining in a form and substance acceptable to the Minister all unconditional and irrevocable consents of each such title holder to, and all statutory consents required in respect of the land affected for:

(i)       the grant of the Special Railway Licence for the construction, operation and
maintenance within the Railway Corridor of the Railway, access roads and Additional Infrastructure (if any) to be within the Railway Corridor; and

(ii)      the grant of Lateral Access Road Licences for the construction, use and maintenance of Lateral Access Roads over the routes for the Lateral Access Roads agreed pursuant to paragraph (a); and

(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)     (a)    The Company shall, subject to the EP Act, the provisions of this Agreement, agreement at that time subsisting in respect of the matters
required to be agreed pursuant to subclause 3(a), submit to the Minister by the latest date applying under subclause (2)(c) to the fullest extent reasonably practicable its detailed proposals (including plans where practicable and specifications where reasonably required by the Minister and any other details normally required by a local government in whose area any works are to be situated) with respect to the undertaking of the relevant Railway Operation, which proposals shall include the location, area, layout, design, materials and time program for the commencement and completion of construction or the provision (as the case may be) of each of the following matters namely:

(i)                       the Railway including fencing (if any) and crossing places within the Railway Corridor;

(ii)     Additional Infrastructure (if any) within the Railway Corridor;

(iii)    temporary accommodation and ancillary temporary facilities for the railway workforce on, or in the vicinity of, the Railway Corridor and housing and other appropriate facilities elsewhere for the Company’s workforce;

(iv)    water supply;

(v)    energy supplies;

(vi)    access roads within the Railway Corridor and Lateral Access Roads both along the routes for those roads agreed between the Minister and the Company pursuant to subclause 3(a);


(vii)any other works, services or facilities desired by the Company; and

(viii)  use of local labour, professional services, manufacturers, suppliers contractors and materials and measures to be taken with respect to the engagement and training of employees by the Company, its agents and contractors.

(b)    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)     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 7AB shall apply mutatis mutandis to detailed proposals submitted under this subclause.

Additional Railway Proposals

(5)     (a)     If the Company at any time during the currency of a Special Railway Licence desires to construct a Railway spur line (connecting to the Railway the subject of that Special Railway Licence) or desires to significantly modify, expand or otherwise vary its activities within the land the subject of the Special Railway Licence that are the subject of this Agreement and that may be carried on by it pursuant to this Agreement (other than by the construction of a Railway spur line) beyond those activities specified in any approved proposals for that Railway, it shall give notice of such desire to the Minister and furnish to the Minister with that notice an outline of its proposals in respect thereto (including, without limitation, such
matters mentioned in subclause (4)(a) as are relevant or as the Minister otherwise requires).

(b)    If the notice relates to a Railway spur line, or to the construction of Train Loading Infrastructure or Train Unloading Infrastructure on land outside the then Railway Corridor, the Minister shall within one month of receipt of such notice advise the Company whether or not he approves 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 7AB shall mutatis mutandis apply to detailed proposals submitted pursuant to this subclause.

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)     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 Second 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

(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 Third 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 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.

(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.

(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)     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 (Robe River) Agreement Act 1964, 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 9D(6)(a)(i), clause 9D(6)(a)(ii) or clause 9D(6)(b), of 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";

(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 (Robe River) Agreement Act 1964, as from time to time added to, varied or amended";

(iii)    by deleting sections 91(6), 91(9), 91(10) and 91B;

(iv)    in section 92, by deleting "Sections 41, 42, 44, 46, 46A, 47 and 52 apply," and inserting "Section 46A (excluding in subsection (2)(a) "the mining registrar, the warden or") applies," and by deleting "in those provisions" and inserting "in that provision";

(v)    by deleting the full stop at the end of the section 94(1) and inserting, "except to the extent otherwise provided in, or to the extent that such terms and conditions are inconsistent with, the agreement approved by and scheduled to the Iron Ore (Robe River) Agreement Act 1964, 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 (Robe River) Agreement Act 1964, 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 (Robe River) Agreement Act 1964, 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.

(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)   Subject to and in accordance with approved proposals, the Rail Safety Act and the grant of the relevant Special Railway Licence and any associated Lateral Access Road Licences the Company shall in a proper and workmanlike manner and in accordance with recognised standards for railways of a similar nature operating under similar conditions construct the Railway and associated Additional Infrastructure and access roads within the Railway Corridor and shall also construct inter alia any necessary sidings, crossing points, bridges, signalling switches and other works and appurtenances and provide for crossings and (where appropriate and required by the Minister) grade separation or other protective devices including flashing lights and boom gates at places where the Railway crosses or intersects with major roads or existing railways.

(b)    The Company shall while the holder of a Special Railway Licence:

(i)     keep the Railway the subject of that licence in an operable state; and

(ii)     ensure that the Railway the subject of that licence is operated in a safe and proper manner in compliance with all applicable laws from time to time; and

(iii)    without limiting subparagraph (ii) ensure that the obligations imposed under the
Rail Safety Act on an owner and an operator (as those terms are therein defined) are complied with in connection with the Railway the subject of that licence.

                  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 9C, 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 10(j) but subject to clause 9C) 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.

(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 9C, 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 9(2)(a) and (3) regarding third party access as well as the proviso to clause 9(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 (Robe River) Agreement Act 1964, as from time to time added to, varied or amended in relation to the use or proposed use of land pursuant to clause 9D of that agreement after and in accordance with approved proposals under clause 9D 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 9D(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 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

(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.

(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";


(12)in clause 10(a)(i) by deleting the comma at the end of subparagraph (c) and substituting a semi colon followed by:

"(D)  in relation to electrical energy but not water, the Company for the purpose of supply to:

(i)     "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;

(ii)     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

(iii)    with the prior approval of the Minister, "the Company" or "the Joint Venturers" as the 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,";

         (13)   in clause 10(d) by inserting "or held pursuant hereto" after "hereunder or pursuant hereto";

         (14)   in clause 10(e) by:

(a)    inserting "or pursuant hereto" after "granted hereunder"; and

(b)    inserting " or held pursuant hereto" after "clause 13 hereof";

         (15)   in clause 10(l) by:

(a)    inserting "granted under or pursuant to this Agreement, or held pursuant to this Agreement" after "licence or other title";


(b)inserting "or held pursuant hereto" after each of the two references to "granted hereunder or pursuant hereto"; and

(c)    deleting "occupied by the Company" and substituting "the subject of any lease licence easement or other title granted under or pursuant to this Agreement or held pursuant to this Agreement";

         (16)   by deleting clause 11A;

(17)   by inserting the following sentence at the end of clause 12:

"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 9B.";

(18)  in clause 14(1) by inserting "or held pursuant hereto" after "granted hereunder or pursuant hereto"; and

(19)  by inserting after the Schedule the following new schedules:


"SECOND SCHEDULE

WESTERN AUSTRALIA

IRON ORE (ROBE RIVER) AGREEMENT ACT 1964

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 (Robe River) Agreement Act 1964, 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 9D(1) of the Agreement and otherwise as provided in the Agreement) and, if applicable, other purposes AND WHEREAS the Company pursuant to clause 9D(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 (Robe River) Agreement Act 1964, 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 9D(1) of the Agreement) and access roads to be located on the land the subject of this licence in accordance with the provisions of the Agreement and proposals approved under the Agreement, for the term of 50 years from the date hereof (subject to the sooner determination of the term upon the determination of the Agreement) and upon and subject to the terms covenants and conditions set out in the Agreement and the Mining Act 1978 as
it applies to this licence, and any amendments to the Agreement and the Mining Act 1978 from time to time and to the terms and conditions (if any) now or hereafter endorsed hereon and the payment of rentals in respect of this licence in accordance with clause 9D(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 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 9D(6)(h) or clause 9D(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 9D(6)(h) of the Agreement for the purpose of such construction down to a maximum of 100 metres in width or as otherwise approved by the Minister (as defined in the Agreement) for the safe operation of that Railway spur line or expansion or extension thereof as the case may be then constructed or approved for construction under approved proposals.

3.           [Any further conditions which the Minister for Mines may, consistent with the provisions of the Agreement, determines and thereafter impose in respect of this licence including during the term of the Agreement.]


SCHEDULE

Land description

Locality:

Mineral Field

Area:

DATED at Perth this day of .

MINISTER FOR MINES


THIRD SCHEDULE

WESTERN AUSTRALIA

IRON ORE (ROBE RIVER) AGREEMENT ACT 1964

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 (Robe River) Agreement Act 1964, 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 9D(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 (Robe River) Agreement Act 1964, 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 9D(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:

Area:


DATED at Perth this day of .

MINISTER FOR MINES

FOURTH SCHEDULE

WESTERN AUSTRALIA

IRON ORE (ROBE RIVER) AGREEMENT ACT 1964

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 (Robe River) Agreement Act 1964, 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 9D(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 (Robe River) Agreement Act 1964, 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 9D(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:

Mineral Field:

Area:

DATED at Perth this day of .

MINISTER FOR MINES              ".

 


EXECUTED
as a deed.

SIGNED by THE HONOURABLE         )

COLIN JAMES BARNETT                   )          [Signature]

in the presence of:                                      )

[Signature]

STEPHEN WOOD

Signed for ROBE RIVER LIMITED       )

ACN 008 478 493 by its attorney in the        )

presence of:                                               )

[Signature]

 

[Signature]

Witness Signature

 

Attorney Signature

HELEN FERNIHOUGH

 

ALAN DAVIES

Print Name

 

Print Name

THE COMMON SEAL of ROBE           )

RIVER MINING CO PTY. LIMITED   )          [C.S.]

ACN 008 694 246 was hereunto affixed       )

by authority of the Directors in the:              )

presence of:                                               )

[Signature]

 

ALAN DAVIES

Director

 

 

[Signature]

 

HELEN FERNIHOUGH

Secretary

 

 

THE COMMON SEAL of                       )

MITSUI IRON ORE                               )

DEVELOPMENT PTY. LTD.                 )          [C.S.]

ACN 008 734 361 was hereunto affixed       )

by authority of the Directors in the               )

presence of:                                               )

[Signature]

 

YOICHI HASHIMOTO

Director

 

 

[Signature]

 

JOHN SMITH

Director/Secretary

 

 

Signed by NORTH MINING                    )

LIMITED ACN 000 081 434 by                )

its attorney in the presence of:                     )

[Signature]

 

[Signature]

Witness Signature

 

Attorney Signature

HELEN FERNIHOUGH

 

ALAN DAVIES

Print Name

 

Print Name


CAPE LAMBERT IRON ASSOCIATES

Signed by NIPPON STEEL                       )

AUSTRALIA PTY. LTD.                        )

ACN 001 445 049 by its duly appointed        )

attorney MITSUI IRON ORE                  )          [C.S.]

DEVELOPMENT PTY. LTD.                 )

ACN 008 734 361 hereunto affixing             )

its Seal by authority of the Directors            )

in the presence of:                                      )

[Signature]

 

YOICHI HASHIMOTO

Director

 

 

[Signature]

 

JOHN SMITH

Director/Secretary

 

 

Signed by SUMITOMO METAL             )

AUSTRALIA PTY. LTD.                        )

ACN 001 444 604 by its duly appointed        )

attorney MITSUI IRON ORE                  )          [C.S.]

DEVELOPMENT PTY. LTD.                 )

ACN 008 734 361 hereunto affixing             )

its Seal by authority of the Directors            )

in the presence of:                                      )

[Signature]

 

YOICHI HASHIMOTO

Director

 

 

[Signature]

 

JOHN SMITH

Director/Secretary

 

 


The COMMON SEAL
of MITSUI)

IRON ORE DEVELOPMENT PTY.      )

LTD. ACN 008 734 361 was hereunto        )          [C.S.]

affixed by authority of the Directors in         )

the presence of:                                          )

[Signature]

 

YOICHI HASHIMOTO

Director

 

 

[Signature]

 

JOHN SMITH

Director/Secretary

 

 

PANNAWONICA IRON ASSOCIATES

Signed by NIPPON STEEL                       )

AUSTRALIA PTY. LTD.                        )

ACN 001 445 049 by its duly appointed        )

attorney MITSUI IRON ORE                  )                [C.S.]

DEVELOPMENT PTY. LTD.                 )

ACN 008 734 361 hereunto affixing             )

its Seal by authority of the Directors            )

in the presence of:

[Signature]

 

YOICHI HASHIMOTO

Director

 

 

[Signature]

 

JOHN SMITH

Director/Secretary

 

 


Signed by SUMITOMO METAL)

AUSTRALIA PTY. LTD.                        )

ACN 001 444 604 by its duly appointed        )

attorney MITSUI IRON ORE                  )                  [C.S.]

DEVELOPMENT PTY. LTD.                 )

ACN 008 734 361 hereunto affixing             )

its Seal by authority of the Directors            )

in the presence of:                                      )

[Signature]

 

YOICHI HASHIMOTO

Director

 

 

[Signature]

 

JOHN SMITH

Director/Secretary

 

 

 

Part 4  Iron Ore (Mount Bruce) Agreement Act 1972 amended

11.         Act amended

             This Part amends the Iron Ore (Mount Bruce) Agreement Act 1972.

12.         Section 2 amended

     (1)    At the end of section 2 insert:

 

    the 2010 Variation Agreement means the agreement a copy of which is set forth in the Fourth Schedule.

 

     (2)    In section 2 in the definition of the Agreement delete “Agreement and the 1987 Variation Agreement;” and insert:

 

            Agreement, the 1987 Variation Agreement, the Iron Ore Agreements Legislation Amendment Act 2010 Part 6 and the 2010 Variation Agreement;

 

     (3)    In section 2 in the definition of the 1987 Variation Agreement delete “Schedule.” and insert:

 

             Schedule;

 

13.         Sections 4B and 4C inserted

             After section 4A insert:

 

4B.        2010 Variation Agreement

    (1)    The 2010 Variation Agreement is ratified and its implementation is authorised.

    (2)    Without limiting or otherwise affecting the Government Agreements Act 1979, the 2010 Variation Agreement is to operate and take effect despite any other Act or law.

4C.        State empowered under clause 20E(9)(a)

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

 

14.         Fourth Schedule inserted

             After the Third Schedule insert:

Fourth Schedule — 2010 Variation Agreement

[s. 2]

2010

 

 

 

THE HONOURABLE COLIN JAMES BARNETT

PREMIER OF THE STATE OF WESTERN AUSTRALIA

 

 

AND

 

 

MOUNT BRUCE MINING PTY. LTD.

ACN 008 714 010

 

 

 

 

 

IRON ORE (MOUNT BRUCE) AGREEMENT 1972

 

RATIFIED VARIATION AGREEMENT

 

 

 

 

[Solicitor’s details]

 

 

 

 

 

 

 

 

 


THIS AGREEMENT
is made this 17th day of November 2010

BETWEEN

THE HONOURABLE COLIN JAMES BARNETT MLA., Premier of the State of Western Australia acting for and on behalf of the said State and instrumentalities thereof from time to time (State)

AND

MOUNT BRUCE MINING PTY. LIMITED ACN 008 714 010 of Level 22, Central Park, 152-158 St Georges Terrace, Perth, Western Australia (Company).

RECITALS

A.     The State and the Company are the parties to the agreement dated 10 March 1972 ratified by and scheduled to the Iron Ore (Mount Bruce) Agreement Act 1972 and which as subsequently added to, varied or amended is referred to in this Agreement as the "Principal Agreement".

B.     The State and the Company wish to vary the Principal Agreement.

THE PARTIES AGREE AS FOLLOWS:

1.     Subject to the context, the words and expressions used in this Agreement have the same meanings respectively as they have in and for the purpose of the Principal Agreement.

2.     The State shall introduce and sponsor a Bill in the Parliament of Western Australia to ratify this Agreement and shall endeavour to secure its passage as an Act prior to 31 December 2010 or such later date as the parties may agree.

3.      (a)    Clause 4 does not come into operation unless or until an Act passed in accordance with clause 2 ratifies this Agreement.

(b)    If by 30 June 2011, or such later date as may be agreed pursuant to clause 2, clause 4 has not come into operation then unless the parties hereto otherwise agree this Agreement shall cease and determine and neither party shall have any claim against the other party with respect to any matter or thing arising out of or done or performed or omitted to be done or performed under this Agreement.

4.               The Principal Agreement is hereby varied as follows:

(1)    in clause 1:

(a)    by deleting the current definitions of "direct shipping ore", "fine ore", "fines" and f.o.b. revenue";

(b)    by inserting in the appropriate alphabetical positions the following new definitions:

"agreed or determined" means agreed between the Company and the Minister or, failing agreement within three months of the Minister giving notice to the Company that he requires the value of a quantity of iron ore to be agreed or determined, as determined by the Minister (following, if requested by the Company, consultation with the Company and its consultants in regard thereto) and in agreeing or determining a fair and reasonable market value of such iron ore assessed on an arm's length basis the Company and/or the Minister as the case may be shall have regard to:

(i)       in the case of iron ore initially sold at cost pursuant to paragraph (B) of the proviso to clause 12(1)(d), the prices for that type of iron ore prevailing at the time the price for such iron ore was agreed between the arm's length purchaser referred to in paragraph (B)(iii) of that proviso and the seller in relation to the type of sale and the relevant international seaborne iron ore market into which such iron ore was sold and where prices beyond the deemed f.o.b. point are being considered the deductions mentioned in the definition of f.o.b. value; and


(ii)in any other case, the prices for that type of iron ore prevailing at the time the price for such iron ore was agreed between the Company and the purchaser in relation to the type of sale and the market into which such iron ore was sold and where prices beyond the deemed f.o.b. point are being considered the deductions mentioned in the definition of f.o.b. value;

"approved proposal" means a proposal approved or determined under this Agreement;

"beneficiated ore" means iron ore that has been concentrated or upgraded (otherwise than solely by crushing, screening, separating by hydrocycloning or a similar technology which uses primarily size as a criterion, washing, scrubbing, trommelling or drying or by a combination of 2 or more of those processes) by the Company in a plant constructed pursuant to a proposal approved pursuant to an Integration Agreement or in such other plant as is approved by the Minister after consultation with the Minister for Mines and "beneficiation" and "beneficiate" have corresponding meanings;

"deemed f.o.b. point" means on ship at the relevant loading port;

"deemed f.o.b. value" means an agreed or determined value of the iron ore as if the iron ore was sold f.o.b. at the deemed f.o.b. point as at:

(a)    in the case of iron ore the property of the Company which is shipped out of the said State, the date of shipment; and

(b)    in any other case, the date of sale, transfer of ownership, disposal or use as the case may be;

"EP Act" means the Environmental Protection Act 1986 (WA);


"fine ore" means iron ore (not being beneficiated ore) which is screened and will pass through a 6.3 millimetre mesh screen;

"f.o.b. value" means:

(i)       subject to paragraph (ii), in the case of iron ore shipped and sold by the Company, the price which is payable for the iron ore by the purchaser thereof to the Company or an associated company or, where the Minister considers, following advice from the appropriate Government department, that the price payable in respect of the iron ore does not represent a fair and reasonable market value for that type of iron ore assessed on an arm's length basis, such amount as is agreed or determined as representing such a fair and reasonable market value, less all export duties and export taxes payable to the Commonwealth on the export of the iron ore and all costs and charges properly incurred and payable by the Company from the time the iron ore shall be placed on ship at the relevant loading port to the time the same is delivered and accepted by the purchaser including:

(1)    ocean freight;

(2)    marine insurance;

(3)    port and handling charges at the port of discharge;

(4)    all costs properly incurred in delivering the iron ore from port of discharge to the smelter and evidenced by relevant invoices;

(5)    all weighing sampling assaying inspection and representation costs;

(6)    all shipping agency charges after loading on and departure of ship from the relevant loading port;


(7)all import taxes by the country of the port of discharge; and

(8)    such other costs and charges as the Minister may in his discretion consider reasonable in respect of any shipment or sale;

(ii)      in the case of iron ore initially sold at cost pursuant to paragraph (B) of the proviso to clause 12(1)(d), the price which is payable for the iron ore by the arm's length purchaser as referred to in paragraph (B)(iii) of that proviso or, where the Minister considers, following advice from the appropriate Government department, that the price payable in respect of the iron ore does not represent a fair and reasonable market value for that type of iron ore assessed on an arm's length basis in the relevant international seaborne iron ore market, such amount as is agreed or determined as representing such a fair and reasonable market value, less all duties, taxes, costs and charges referred to in paragraph (i) above;

(iii)     in all other cases, the deemed f.o.b. value.

For the purpose of subparagraph (i) of this definition, it is acknowledged that the consideration payable in an arm's length transaction for iron ore sold solely for testing purposes may be less than the fair and reasonable market value for that iron ore and in this circumstance where the Minister in his discretion is satisfied such consideration represents the entire consideration payable, the Minister shall be taken to be satisfied that such entire consideration represents the fair and reasonable market value;

"Government agreement" has the meaning given in the Government Agreements Act 1979;


"Integration Agreement" means:

(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

(i)     the agreement ratified by and scheduled to the Iron Ore (Goldsworthy-Nimingarra) Agreement Act 1972, as from time to time added to, varied or amended; or

(j)     the agreement authorised by and as scheduled to the Iron Ore (McCamey's Monster) Agreement
Authorisation Act 1972
, as from time to time added to, varied or amended; or

(k)    the agreement ratified by and scheduled to the Iron Ore (Marillana Creek) Agreement Act 1991, as from time to time added to, varied or amended;

"Integration Proponent" means in relation to an Integration Agreement, "the Company" or "the Joint Venturers" as the case may be as defined in, and for the purpose of, that Integration Agreement;

"iron ore" includes, without limitation, beneficiated ore;

"laws relating to native title" means laws applicable from time to time in the said State in respect of native title and includes the Native Title Act 1993 (Commonwealth);

"loading port" means:

(a)     the Port of Dampier; or

(b)     Port Walcott; or

(c)     the Port of Port Hedland; or

(d)     any other port constructed after the variation date under an Integration Agreement; or

(e)     such other port approved by the Minister at the request of the Company from time to time for the shipment of iron ore from the mineral lease;

"lump ore" means iron ore (not being beneficiated ore) which is screened and will not pass through a 6.3 millimetre mesh screen;

"Minister for Mines" means the Minister in the Government of the said State for the time being responsible (under whatsoever title) for the administration of the Mining Act 1978 (WA);


"Related Entity" means a company in which:

(a)    as at 21 June 2010; and

(b)    after 21 June 2010, with the approval of the Minister,

a direct or (through a subsidiary or subsidiaries within the meaning of the Corporations Act 2001 (Commonwealth)) indirect shareholding of 20% or more is held by:

(c)    Rio Tinto Limited ABN 96 004 458 404; or

(d)    BHP Billiton Limited ABN 49 004 028 077; or

(e)    those companies referred to in paragraphs (c) and (d) in aggregate;

"variation date" means the date on which clause 4 of the variation agreement made on or about 17 November 2010 between the State and the Company comes into operation;

"washing" means a process of separation by water using only size as a criterion;

(c)    in the definition of "alternative investments" by deleting "or of corporations which are related to the Company for the purposes of the Companies (Western Australia) Code";

(d)    in the definition of "Company's wharf" by inserting "and in clauses 12(1)(d) and 14(1) also any additional wharf constructed by the Company pursuant to this Agreement";

(e)    in the definition of "metallised agglomerates" by deleting "or iron ore concentrates";

(f)    in the definition of "mineral lease" by inserting "and any areas added to it pursuant to clause 20B" before the semi colon;


(g)in the definition of "secondary processing" by deleting "concentration or other beneficiation of iron ore other than by crushing or screening" and substituting "beneficiation of iron ore";

(h)    in the sentence beginning "marginal notes" by inserting "and clause headings" after "marginal notes; and

(i)     by inserting after that sentence the following new paragraphs:

"Nothing in this Agreement shall be construed:

(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).";

(2)     by inserting after subclause (4) of clause 5 the following new subclauses:

"(4a) A proposal may with the consent of the Minister (except in relation to an Integration Agreement) and that of any parties concerned (being in respect of an Integration Agreement the Integration Proponent for that agreement) provide for the use by the Company of any works installations or facilities constructed or established under a Government agreement.


(4b)At the time when the Company submits the said proposals it shall submit to the Minister details of any services (including any elements of the project investigations, design and management) and any works materials, plant, equipment and supplies that it proposes to consider obtaining from or having carried out or permitting to be obtained from or carried out outside Australia together with its reasons therefore and shall, if required by the Minister, consult with the Minister with respect thereto.";

(3)     in clause 5(5) by:

         (a)    inserting "(or where required to be assessed under Part IV of the EP Act within 2 months after the service on him of an authority under section 45(7) of the EP Act)" after "(2) months after receipt of the proposals";

         (b)    inserting ", subject to the EP Act,"after "State shall as hereinafter permit";

         (c)    deleting the fourth sentence and substituting the following new sentence:

                  "The provisions of paragraphs (a)(except subparagraph (iv)), (b), (c) and the proviso to, and second sentence of, paragraph (d) of subclause (7) shall apply mutatis mutandis to such proposals provided that in his notice to the Company of his decision in respect of the proposals the Minister shall also be at liberty to specify in such notice such alterations to the proposals as are fair and reasonable having regard to the interests of the Company and any other party nominated as aforesaid (including participation in such development and use by another party or other parties nominated by the Minister).";

(4)   by deleting the heading to subclause (8) of clause 5 and renumbering that subclause as subclause (6a);


(5)by deleting subclause (7) of clause 5 and substituting the following new subclause:

"(7)   (a)     In respect of each proposal pursuant to subclause (3) of this clause the Minister shall:

(i)     subject to the limitations set out below, refuse to approve the proposal (whether it requests the grant of new tenure or not) if the Minister is satisfied on reasonable grounds that it is not in the public interest for the proposal to be approved; or

(ii)    approve of the proposal without qualification or reservation; or

(iii)    defer consideration of or decision upon the same until such time as the Company submits a further proposal or proposals in respect of some other of the matters mentioned in subclause (3) not covered by the said proposal; or

(iv)   require as a condition precedent to the giving of his approval to the said proposal that the Company make such alteration thereto or comply with such conditions in respect thereto as he thinks reasonable, and in such a case the Minister shall disclose his reasons for such conditions,

PROVIDED ALWAYS that where implementation of any proposals hereunder has been approved pursuant to the EP Act subject to conditions or procedures, any approval or decision of the Minister under this clause shall if the case so requires incorporate a requirement that the Company make such alterations to the proposals as may be necessary to make them accord with those conditions or procedures.


In considering whether to refuse to approve a proposal the Minister is to assess whether or not the implementation of the proposal by itself, or together with any one or more of the other submitted proposals, will:

(A)  detrimentally affect economic and orderly development in the said State, including without limitation, infrastructure development in the said State; or

(B)  be contrary to or inconsistent with the planning and development policies and objectives of the State; or

(C)  detrimentally affect the rights and interests of third parties; or

(D)  detrimentally affect access to and use by others of the lands the subject of any grant or proposed grant to the Company.

The right to refuse to approve a proposal conferred by subparagraph (i) of paragraph (a) may only be exercised in respect of a proposal where the Minister is satisfied on reasonable grounds that a purpose of the proposal is the integrated use of works installations or facilities (as defined in subclause (7) of clause 20C for the purpose of that clause) as contemplated by clause 20C. It may not be so exercised in respect of a proposal if pursuant to clause 11B(5) the Minister, prior to the submission of the proposal, advised the Company in writing that the Minister has no public interest concerns (as defined in that clause) with the single preferred development (as referred to in clause 11B(5)(a)) the subject of the submitted proposals and those proposals are consistent (as to their substantive scope and content) with the information provided to the Minister pursuant to clause 11B(5) in respect of that single preferred development.


(b)The Minister shall within 2 months after receipt of proposals pursuant to subclause (3) give notice to the Company of his decision in respect to the proposals, PROVIDED THAT where a proposal is to be assessed under Part IV of the EP Act the Minister shall only give notice to the Company of his decision in respect to the proposal within 2 months after service on him of an authority under section 45(7) of the EP Act.

(c)     If the decision of the Minister is as mentioned in either of subparagraphs (i), (iii) or (iv) of paragraph (a) the Minister shall afford the Company full opportunity to consult with him and should it so desire to submit new or revised proposals either generally or in respect to some particular matter.

(d)     If the decision of the Minister is as mentioned in either of subparagraphs (iii) or (iv) of paragraph (a) and the Company considers that the decision is unreasonable the Company within 2 months after receipt of the notice mentioned in subclause (2) may elect to refer to arbitration in the manner hereinafter provided the question of the reasonableness of the decision PROVIDED THAT any requirement of the Minister pursuant to the proviso to paragraph (a) shall not be referable to arbitration hereunder. A decision of the Minister under subparagraph (i) of paragraph (a) of this subclause shall not be referable to arbitration under the Agreement.

(e)     An award made on an arbitration pursuant to this subclause (7) shall (except as otherwise provided in subclause (5)) have the force and effect as follows:

(i)     if by the award the dispute is decided against the Company then unless the Company within 3 months after delivery of the award gives notice to the Minister of its acceptance of the award this Agreement shall on the expiration of
that period of 3 months cease and determine; and

(ii)    if by the award the dispute is decided in favour of the Company then decision shall take effect as a notice by the Minister that he is so satisfied with and approves the mater or matters the subject of the arbitration.";

(6)    by inserting after subclause (13) of clause 5 the following new subclauses:

"(14) The Company shall implement the approved proposals in accordance with the terms thereof.

(15) Notwithstanding clause 46, the Minister may during the implementation of approved proposals approve variations to those proposals.";

(7)    in clause 7(1)(b) by:

(a)    inserting "or cause to be granted" after "grant";

(b)    inserting after the paragraph beginning "at peppercorn rental" the following new paragraph:

"at commercial rentals, licence or easement fees as applicable – leases, licences or easements within the port (as defined in clause 1 or other port within which the Company is permitted to construct works installations or facilities"

(c)    inserting "the Port Authorities Act 1999 (WA)" after "1926"; and

(d)    inserting "installations or facilities" after "Company reasonably requires for its works";

(8)    by inserting after subclause (4) of clause 7 the following new subclause;


"(4a)The provisions of subclauses (1) and (2) of this clause shall not operate so as to require the State to grant or vary, or cause to be granted or varied, any lease licence or other right or title until all processes necessary under any laws relating to native title to enable that grant or variation to proceed, have been completed.";

(9)     in clause 11(1) by:

(a)    in paragraph (a) inserting "(other than under clause 20E)" after "activities beyond"; and

(b)    in the second sentence:

        (i)      inserting "subclauses (3) to (6) hereof and of" after "provisions"; and

        (ii)     inserting "11A", before "19";

(10)   by inserting after subclause (2) of clause 11 the following new subclauses:

"(3)    A proposal may with the consent of the Minister (except in relation to an Integration Agreement) and that of any parties concerned (being in respect of an Integration Agreement the Integration Proponent for that agreement) provide for the use by the Company of any works installations or facilities constructed or established under a Government agreement.

(4)    Each of the proposals pursuant to subclause (1) may with the approval of the Minister, or shall, if so required by the Minister, be submitted separately and in any order as to any matter or matters in respect of which such proposals are required to be submitted.

(5)    At the time when the Company submits the said proposals it shall submit to the Minister details of any services (including any elements of the project investigations, design and management) and any works materials, plant, equipment and supplies that it proposes to consider
obtaining from or having carried out or permitting to be obtained from or carried out outside Australia together with its reasons therefor and shall, if required by the Minister, consult with the Minister with respect thereto.

(6)    The Company may withdraw its proposals pursuant to subclause (1) at any time before approval thereof, or where any decision in respect thereof is referred to arbitration as referred to in clause 11A, within 3 months after the award by notice to the Minister that it shall not be proceeding with the same.";

(11)   by inserting after clause 11 the following new subclauses:

"Consideration of Company's proposals under clause 11

        11A. (1)      In respect of each proposal pursuant to subclause (1) of clause 11 the Minister shall:

(a)      subject to the limitations set out below, refuse to approve the proposal (whether it requests the grant of new tenure or not) if the Minister is satisfied on reasonable grounds that it is not in the public interest for the proposal to be approved; or

(b)      approve of the proposal without qualification or reservation; or

(c)      defer consideration of or decision upon the same until such time as the Company submits a further proposal or proposals in respect of some other of the matters mentioned in clause 11(1) not covered by the said proposal; or

(d)      require as a condition precedent to the giving of his approval to the said proposal that the Company make such alteration thereto or comply with such conditions in respect thereto as he thinks reasonable, and in such a
case the Minister shall disclose his reasons for such conditions,

PROVIDED ALWAYS that where implementation of any proposals hereunder has been approved pursuant to the EP Act subject to conditions or procedures, any approval or decision of the Minister under this clause shall if the case so requires incorporate a requirement that the Company make such alterations to the proposals as may be necessary to make them accord with those conditions or procedures.

In considering whether to refuse to approve a proposal the Minister is to assess whether or not the implementation of the proposal by itself, or together with any one or more of the other submitted proposals, will:

(i)       detrimentally affect economic and orderly development in the said State, including without limitation, infrastructure development in the said State; or

(ii)      be contrary to or inconsistent with the planning and development policies and objectives of the State; or

(iii)     detrimentally affect the rights and interests of third parties; or

(iv)     detrimentally affect access to and use by others of the lands the subject of any grant or proposed grant to the Company.

The right to refuse to approve a proposal conferred by paragraph (a) may only be exercised in respect of a proposal where the Minister is satisfied on reasonable grounds that a purpose of the proposal is the integrated use of works installations or facilities (as defined in subclause (7) of clause 20C for the


purpose of that clause) as contemplated by clause 20C. It may not be so exercised in respect of a proposal if pursuant to clause 11B(5) the Minister, prior to the submission of the proposal, advised the Company in writing that the Minister has no public interest concerns (as defined in that clause) with the single preferred development (as referred to in clause 11B(5)(a)) the subject of the submitted proposals and those proposals are consistent (as to their substantive scope and content) with the information provided to the Minister pursuant to clause 11B(5) in respect of that single preferred development.

(2)      The Minister shall within 2 months after receipt of proposals pursuant to clause 11(1) give notice to the Company of his decision in respect to the proposals, PROVIDED THAT where a proposal is to be assessed under Part IV of the EP Act the Minister shall only give notice to the Company of his decision in respect to the proposal within 2 months after service on him of an authority under section 45(7) of the EP Act.

(3)      If the decision of the Minister is as mentioned in either of paragraphs (a), (c) or (d) of subclause (1) the Minister shall afford the Company full opportunity to consult with him and should it so desire to submit new or revised proposals either generally or in respect to some particular matter.

(4)      If the decision of the Minister is as mentioned in either of paragraphs (c) or (d) of subclause (1) and the Company considers that the decision is unreasonable the Company within 2 months after receipt of the notice mentioned in subclause (2) may elect to refer to arbitration in the manner hereinafter provided the question of the reasonableness of the decision PROVIDED THAT any requirement of the Minister pursuant to the proviso to subclause (1) shall not be referable to arbitration hereunder. A decision of the Minister under paragraph (a) of subclause (1)
shall not be referable to arbitration under this Agreement.

(5)      If by the award made on the arbitration pursuant to subclause (4) the dispute is decided in favour of the Company the decision shall take effect as a notice by the Minister that he is so satisfied with and approves the matter or matters the subject of the arbitration.

(6)      The Company shall implement the approved proposals in accordance with the terms thereof.

(7)      Notwithstanding clause 46, the Minister may during the implementation of approved proposals approve variations to those proposals.

Notification of possible proposals

11B. (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 clause 20C) for the matter to be undertaken, intends to further consider the matter with a view to possibly submitting such proposals it shall promptly notify the Minister in writing giving reasonable particulars of the relevant matter.

(2)      Within one (1) month after receiving the notification the Minister may, if the Minister so wishes, inform the Company of the Minister's views of the matter at that stage.

(3)      If the Company is informed of the Minister's views, it shall take them into account in deciding whether or not to proceed with its consideration of the matter and the submission of proposals.


(4)Neither the Minister's response nor the Minister choosing not to respond shall in any way limit, prejudice or otherwise affect the exercise by the Minister of the Minister's powers, or the performance of the Minister's obligations, under this Agreement or otherwise under the laws from time to time of the said State.

(4)      (a)    This subclause applies where the Company has settled upon a single preferred development a purpose of which is the integrated use of works installations or facilities (as defined in subclause (7) of clause 20C for the purpose of that clause) as contemplated by clause 20C.

(b)    For the purpose of this subclause "public interest concerns" means any concern that implementation of the single preferred development or any part of it will:

(i)       detrimentally affect economic and orderly development in the said State, including without limitation, infrastructure development in the said State; or

(ii)      be contrary to or inconsistent with the planning and development policies and objectives of the State; or

(iii)     detrimentally affect the rights and interests of third parties; or

(iv)     detrimentally affect access to and use by others of lands the subject of any grant or proposed grant to the Company.

(c)   At any time prior to submission of proposals the Company may give to the Minister notice of its single preferred development and request the Minister to confirm that the Minister has no
public interest concerns with that single preferred development.

(d)    The Company shall furnish to the Minister with its notice reasonable particulars of the single preferred development including, without limitation:

(i)      as to the matters that would be required to be addressed in submitted proposals; and

(ii)      its progress in undertaking any feasibility or other studies or matters to be completed before submission of proposals; and

(iii)     its timetable for obtaining required statutory and other approvals in relation to the submission and approval of proposals; and

(iv)     its tenure requirements.

(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:


(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)    If the Minister gives the advice mentioned in paragraph (f)(ii) the Company may, should it so desire, give a further request to the Minister in respect of a revised or alternate single preferred development and the provisions of this subclause shall apply mutatis mutandis thereto.";

(12)  in clause 12(1) by deleting paragraph (d) and substituting the following new paragraphs:

"(d)  ship, or procure the shipment of, all iron ore mined from the mineral lease, and sold:

(i)     from the Company's wharf; or

(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:

(A)    this paragraph shall not apply to iron ore used for the production of iron ore concentrates or in a plant for
the production of metallised agglomerates or steel in any part of the said State lying north of the twenty sixth parallel of latitude; and

(B)    iron ore from the mineral lease may be sold by the Company prior to or at the time of the shipment under this Agreement at a price equal to the production costs in respect of that iron ore up to the point of sale, if:

(i)        the Minister is notified before the time of shipment that the sale is to be made at cost, providing details of the proposed sale; and

(ii)       the Minister is notified of the proposed arm's length purchaser in the relevant international seaborne iron ore market of the iron ore the subject of the proposed sale at cost; and

(iii)      there is included in the return lodged pursuant to clause 12(1)(i) particulars of the transaction in which the ore sold at cost was subsequently purchased in the relevant international seaborne iron ore market by an arm's length purchaser specifying the purchaser, the seller, the price and the date when the sale was agreed between the arm's length purchaser and the seller; and

(iv)      the arm's length purchaser referred to in (iii) above is not then a designated purchaser as referred to in subclause (1)(da);

Designated purchaser

(da) if required by notice in writing from the Minister, provide the Minister within 30 days after receiving the notice with evidence that the transaction as included in the return pursuant to paragraph (B)(iii) of subclause (1)(d) was a sale in the relevant international seaborne iron ore market to an independent participant in that market. If no evidence is
provided or the Minister is not so satisfied on the evidence provided or other information obtained, the Minister may by notice to the Company designate the purchaser to be a designated purchaser and that designation will remain in force unless and until lifted by further notice from the Minister to the Company. For the avoidance of doubt, the parties acknowledge that marketing entities forming part of the corporate group including the Company (or part of the parallel corporate group if the Company is part of a dual-listed corporate structure) are not independent participants for the purposes of this subclause;";

(13)  in paragraph (h) of clause 12(1) by deleting all the words after "(solely for testing purposes)" and substituting the following:

"(i)      on lump ore and on fine ore not sold or shipped separately as such at the rate of 7.5% of the f.o.b. value;

(ii)      on fine ore sold or shipped separately as such at the rate of 5.625% of the f.o.b. value;

(iii)     on beneficiated ore at the rate of 5% of the f.o.b. value; and

(iv)     and on all other iron ore at the rate of 7.5% of the f.o.b. value.

Where beneficiated ore is produced from an admixture of iron ore from the mineral lease and other iron ore a portion (and a portion only) of beneficiated ore so produced being equal to the proportion that the amount of iron in the iron ore from the mineral lease used in the production of beneficiated ore bears to the total amount of iron in the iron ore so used shall be deemed to be produced from iron ore from the mineral lease.

Where for the purpose of determining f.o.b. value it is necessary to convert an amount or price to Australian currency, the conversion is to be calculated using a rate (excluding forward hedge or similar contract rates) that has been approved by the Minister at the request of the Company and in the absence of such request as determined by the Minister to be a reasonable rate for the purpose.


The provisions of regulation 85AA (Effect of GST etc on royalties) of the Mining Regulations 1981 (WA) shall apply mutatis mutandis to the calculation of royalties under this clause.";

(14)  in clause 12(1)(i) by:

(a)    inserting "and also showing such other information in relation to the abovementioned iron ore as the Minister may from time to time reasonably require in regard to, and to assist in verifying, the calculation of royalties in accordance with paragraph (h)," after "due date of the return"; and

(b)    deleting all the words after "calculated on the basis of" and substituting a colon followed by:

"(i)     in the case of iron ore initially sold at cost pursuant to paragraph (B) of the proviso to subclause (1)(d), at the price notified pursuant to paragraph (B)(iii) of that proviso;

(ii)      in any other case, invoices or provisional invoices (as the case may be) rendered by the Company to the purchaser (which invoices the Company shall render without delay simultaneously furnishing copies thereof to the Minister) of such iron ore or on the basis of estimates as agreed or determined,

and shall from time to time in the next following appropriate return and payment make (by the return and by cash) all such necessary adjustments (and give to the Minister full details thereof) when the f.o.b. value shall have been finally calculated, agreed or determined;";

(15)  by deleting paragraph (l) of clause 12(1) and substituting the following new paragraph:

"(l)   permit the Minister or his nominee to inspect at all reasonable times the books, records, accounts, documents (including contracts), data, and information of the Company stored by any means relating to any shipment or sale of iron ore the subject of royalty hereunder and to take copies or
extracts (in whatever form) therefrom and for the purpose of determining the f.o.b. value in respect of any shipment sale transfer or other disposal or use or production of iron ore the subject of royalty hereunder the Company will take reasonable steps (i) to provide the Minister with current prices for iron ore and other details and information that may be required by the Minister for the purpose of agreeing or determining the f.o.b. value and (ii) to satisfy the State either by certificate of a competent independent party acceptable to the State or otherwise to the Minister's reasonable satisfaction as to all relevant weights and analyses and will give due regard to any objection or representation made by the Minister or the Minister's nominee as to any particular weight or assay of iron ore which may affect the amount of royalty payable hereunder;";

(16)  by in clause 12(1) deleting the full stop at the end of paragraph (o), substituting a semi colon and inserting the following new paragraph:

"Production of books etc in Perth

(p)     shall cause to be produced in Perth in the said State all books, records, accounts, documents (including contracts), data and information of the kind referred to in paragraph (l) to enable the exercise of rights by the Minister or the Minister's nominee under paragraph (l), regardless of the location in which or by whom those books, records, accounts, documents (including contracts), data and information are stored from time to time.";

(17)   by inserting after clause 20 the following new clauses:

"Blending of iron ore

20A.   (1)   The Company may blend iron ore mined from the mineral lease with any:

(a)      iron ore mined from a mining tenement or other mining title granted under, or pursuant to, an Integration Agreement; or


(b)iron ore mined from a Mining Act 1978 mining lease located in, or proximate to, the Pilbara region of the said State which is held by a Related Entity alone or with a third party or parties (excluding any mining lease granted pursuant to, or held under, a Government agreement); or

(c)      with the prior approval of the Minister, iron ore mined in, or proximate to, the Pilbara region of the said State under a Government agreement (excluding an Integration Agreement); or

(d)      with the prior approval of the Minister, iron ore mined by a third party from a Mining Act 1978 mining lease located in, or proximate to, the Pilbara region of the said State (excluding under a Government agreement) which has been purchased by an Integration Proponent from the third party.

(2)   The authority given under subclause (1) is subject to the Minister being reasonably satisfied that there are in place adequate systems and controls for the correct apportionment of the quantities of iron ore being blended as between each of the sources referred to in subclause (1), which systems and controls monitor production, processing, transportation, stockpiling and shipping of all such iron ore. If at any time the Minister ceases to be so satisfied he may, after consulting the Company and provided the Company has not within three (3) months after the commencement of such consultation addressed the matters of concern to the Minister to his satisfaction, by notice in writing to the Company suspend the above authority in respect of the relevant blending arrangements until he is again satisfied in terms of this subclause (2).


(3)If any blending of iron ore occurs as contemplated by this clause, then for the purposes of paragraphs (h) and (i) of clause 12(1), a portion of the iron ore so blended being equal to the proportion that the amount of iron ore from the mineral lease used in the admixture of iron ore bears to the total amount of iron ore so blended, shall be deemed to be produced from the mineral lease.

Additional areas

20B.   (1)   Notwithstanding the provisions of the Mining Act or the Mining Act 1978 the Company may from time to time during the currency of this Agreement apply to the Minister for areas held by the Company or an associated company under a mining tenement granted under the Mining Act 1978 to be included in the mineral lease but so that the total area of the mineral lease, any land that may be included in the mineral lease pursuant to this Agreement and of any other mineral lease or mining lease granted under or pursuant to this Agreement (as aggregated) shall not at any time exceed 777 square kilometres. The Minister shall confer with the Minister for Mines in regard to any such application and if they approve the application the Minister for Mines shall upon the surrender of the relevant mining tenement include the area the subject thereof in the mineral lease by endorsement subject to such of the conditions of the surrendered mining tenement as the Minister for Mines determines but otherwise subject to the same terms covenants and conditions as apply to the mineral lease (with such apportionment of rents as is necessary) and notwithstanding that the survey of such additional land has not been completed but subject to correction to accord with the survey when completed at the Company's expense.

(2)   The Minister may approve, upon application by the Company from time to time, for the total area
referred to in subclause (1) to be increased up to a limit not exceeding 1,000 square kilometres.

(3)   The Company shall not mine or carry out other activities (other than exploration, bulk sampling and testing) on any area or areas added to the mineral lease pursuant to subclause (1) of this clause unless and until proposals with respect thereto are approved or determined pursuant to the subsequent provisions of this clause.

(4)   If the Company desires to commence mining of iron ore or to carry out any other activities (other than as aforesaid) on the said areas it shall give notice of such desire to the Minister and shall within 2 months of the date of such notice (or thereafter within such extended time as the Minister may allow as hereinafter provided) and subject to the provisions of this Agreement submit to the Minister to the fullest extent reasonably practicable its detailed proposals (which proposals shall include plans where practicable and specifications where reasonably required by the Minister) with respect to such mining or other activities as additional proposals pursuant to clause 11.

Integrated use of works, installations or facilities under the Integration Agreements

20C.   (1)   Subject to subclauses (2) to (7) of this clause and to the other provisions of this Agreement, the Company may during the continuance of this Agreement:

(a)      use any existing or new works installations or facilities constructed or held:

(i)       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 20A) of:

(A)     iron ore mined from a Mining Act 1978 mining lease located in, or proximate to, the Pilbara region of the said State which is held by a Related Entity alone or with a third party or parties (excluding any mining lease granted pursuant to, or held under, a Government agreement);

(B)     with the prior approval of the Minister, iron ore mined in, or proximate to, the Pilbara region of the said State under a Government agreement (excluding an Integration Agreement);

(C)     with the prior approval of the Minister, iron ore mined by a third party from a Mining Act 1978 mining 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;

(b)      make any existing or new works installations or facilities constructed or held under this Agreement available for use (wholly or partly) by another Integration Proponent during the continuance of its Integration Agreement in the activities of that Integration Proponent carried on by it pursuant to its Integration Agreement including, without limitation, as part of those activities, transporting by railway and shipping from a loading port and undertaking any ancillary and incidental activities in doing so (including, without limitation, blending permitted by that Integration Agreement) of:

(i)     iron ore mined from a Mining Act 1978 mining lease located in, or proximate to, the Pilbara region of the said State which is held by a Related Entity alone or with a third party or parties (excluding any mining lease granted pursuant to, or held under, a Government agreement);

(ii)    with the prior approval of the Minister (as defined in that Integration Agreement), iron ore mined in, or proximate to, the Pilbara region of the said State under a Government agreement (excluding an Integration Agreement);

(iii)   with the prior approval of the Minister (as defined in that Integration Agreement), iron ore mined by a third party from a Mining Act 1978 mining lease located in, or proximate to, the Pilbara region of the said State (excluding under a Government agreement) which has been purchased by that Integration Proponent from the third party;

(iv)   iron ore mined under an Integration Agreement;

(c)      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)      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 this Agreement for the supply of electricity permitted to be made under an Integration Agreement.

(2)   (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 11 and 11A or clause 20E as the case may require and otherwise in compliance with the provisions of this Agreement and the laws from time to time of the said State. For the avoidance of doubt, the parties acknowledge that any use or making available for use contemplated by subclause (1)(a), (1)(b) or (1)(c) shall not otherwise than as required by this paragraph (a) require the submission and approval of further proposals under this Agreement.

(b)      The Company shall not be entitled to:

(i)       submit proposals to develop a port or harbour otherwise than as permitted by clause 5 or to establish harbour or port works installations or facilities, or to expand modify or otherwise vary harbour or works installations or facilities other than within the boundaries of the port (as defined by clause 1) or as permitted by clause 5; or

(ii)      generate and supply power, take and supply water or dispose of water otherwise than in accordance with the other clauses of this Agreement and subject to any restrictions contained in those clauses; or

(iii)     without limiting subparagraphs (i) and (ii) submit proposals to construct or establish works installations or facilities of a type, or to make expansions, modifications or other variations of works installations or facilities of a type, which in the Minister's reasonable opinion this Agreement, immediately before the variation date, did not permit or contemplate the Company constructing, establishing or making as the case may be otherwise than for integration use as contemplated by subclauses (1)(a), (1)(b) or (1)(c) or as permitted by clause 20E; or

(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 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 11A and 20E, the Minister may defer consideration of, or a decision upon, a proposal submitted by the Company for a connection as referred to in subclause (1)(d) or a construction, expansion, modification or other variation as referred to in subclause (1)(e), for the purpose of use or making available for use as referred to in subclauses (1)(a) or (1)(b), until relevant corresponding proposals under the relevant Integration Agreement have been submitted and those proposals can be approved under that Integration Agreement concurrently with the Minister's approval under this Agreement of the Company's proposal.


(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 43.

For the avoidance of doubt the approval of proposals under this Agreement shall not be construed as authorising another Integration
Proponent to undertake any activities under this Agreement or under another Integration Agreement.

(6)   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 43 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 including, without limitation, pipelines, transmission lines and cables; and

(m)     any other works installations or facilities approved of by the Minister for the purpose of this clause.

Transfer of rights to shared works installations or facilities

20D.   (1)   For the purposes of this clause "Relevant Infrastructure" means any works installations or facilities (as defined in clause 20C(7)):

(a)      constructed or held under another Integration Agreement;

(b)      which the Company is using in its activities pursuant to this Agreement;

(c)      which the Minister is satisfied (after consulting with the Company and the Integration Proponent for that other Integration Agreement):

(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

(d)      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).

(2)   The Company may as an additional proposal pursuant to clause 11 propose:

(a)      that it be granted a lease licence or other title over the Relevant Infrastructure pursuant to this Agreement subject to and conditional upon the other Integration Proponent surrendering wholly or in part (and upon such terms as the Minister considers reasonable including any variation of terms to address environmental issues) its lease licence or other title over the Relevant Infrastructure; or

(b)      that the other Integration Proponent's lease licence or other title (not being a mineral lease, mining lease or other right to mine title granted under a Government agreement, the Mining Act 1904 or the Mining Act 1978) to the Relevant Infrastructure be transferred to this Agreement (to be held by the Company pursuant to this Agreement) with such surrender of land from it and variations of its terms as the Minister
considers reasonable for that title to be held under this Agreement including, without limitation, to address environmental issues and outstanding obligations of that other Integration Proponent under its Integration Agreement in respect of that Relevant Infrastructure.

The provisions of clause 11A shall mutatis mutandis apply to any such additional proposal. In addition the Company acknowledges that the Minister may require variations of the other Integration Agreement and/or proposals under it or of this Agreement in order to give effect to the matters contemplated by this clause.

(3)   This clause shall cease to apply in the event the State gives any notice of default to the Company pursuant to clause 21 and while such notice remains unsatisfied.

Miscellaneous Licences for Railways

20E.   (1)   In this clause subject to the context:

"Additional Infrastructure" means:

(a)    Train Loading Infrastructure;

(b)    Train Unloading Infrastructure;

(c)    a conveyor, train unloading and other infrastructure necessary for the transport of iron ore, freight goods or other products from the Railway (directly or indirectly) to port facilities within a loading port,

in each case located outside a Port;

"LAA" means the Land Administration Act 1997 (WA);


"Lateral Access Roads" has the meaning given in subclause (3)(a)(iv));

"Lateral Access Road Licence" means a miscellaneous licence granted pursuant to subclause (6)(a)(ii) or subclause (6)(b) as the case may be and according to the requirements of the context describes the area of land from time to time the subject of that licence;

"Port" means any port the subject of the Port Authorities Act 1999 (WA) or the Shipping and Pilotage Act 1967 (WA);

"Private Roads" means Lateral Access Roads and the Company's access roads within a Railway Corridor;

"Rail Safety Act" means the Rail Safety Act 1998 (WA);

"Railway" means a standard gauge heavy haul railway or railway spur line, located or to be located as the case may be in, or proximate to, the Pilbara region of the said State (but outside the boundaries of a Port) for the transport of iron ore, freight goods and other products together with all railway track, associated track structures including sidings, turning loops, over or under track structures, supports (including supports for equipment or items associated with the use of a railway) tunnels, bridges, train control systems, signalling systems, switch and other gear, communication systems, electric traction infrastructure, buildings (excluding office buildings, housing and freight centres), workshops and associated plant, machinery and equipment and including rolling stock maintenance facilities, terminal yards, depots, culverts and weigh bridges which railway is or is to be (as the case may be) the subject of approved proposals under
subclause (4) and includes any expansion or extension thereof outside a Port which is the subject of additional proposals approved in accordance with subclause (5);

"Railway Corridor" means, prior to the grant of a Special Railway Licence, the land for the route of the Railway the subject of that licence, access roads (other than Lateral Access Roads), areas from which stone, sand, clay and gravel may be taken, temporary accommodation facilities for the railway workforce, water bores and Additional Infrastructure (if any) which is the subject of a subsisting agreement pursuant to subclause (3)(a) and after the grant of the Special Railway Licence the land from time to time the subject of that Special Railway Licence;

"Railway Operation" means the construction and operation under this Agreement of the relevant Railway and associated access roads and Additional Infrastructure (if any) within the relevant Railway Corridor and of the associated Lateral Access Roads, in accordance with approved proposals;

"Railway spur line" means a standard gauge heavy haul railway spur line located or to be located in, or proximate to, the Pilbara region of the said State (but outside a Port) connecting to a Railway for the transport of iron ore, freight goods and other products upon the Railway to (directly or indirectly) a loading port;

"Railway Operation Date" means the date of the first carriage of iron ore, freight goods or other products over the relevant Railway (other than for construction or commissioning purposes);

"Railway spur line Operation Date" means the date of the first carriage of iron ore, freight goods or other products over the relevant Railway spur line
(other than for construction or commissioning purposes);

"Special Railway Licence" means the relevant miscellaneous licence for railway and, if applicable, other purposes, granted to the Company pursuant to subclause (6)(a)(i) as varied in accordance with subclause (6)(h) or subclause (6)(i) and according to the requirements of the context describes the area of land from time to time the subject of that licence;

"Train Loading Infrastructure" means conveyors, stockpile areas, blending and screening facilities, stackers, re-claimers and other infrastructure reasonably required for the loading of iron ore, freight goods or other products onto the relevant Railway for transport (directly or indirectly) to a loading port; and

"Train Unloading Infrastructure" means train unloading infrastructure reasonably required for the unloading of iron ore from the Railway to be 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

(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 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 53 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 52, any agreement made pursuant to paragraph (a) before such date is extended or varied shall unless the Minister notifies the Company otherwise be deemed to be at an end and neither party shall have any claim against the other in respect of it.


(c)The Company acknowledges that it shall be responsible for liaising with every title holder in respect of the land affected and for obtaining in a form and substance acceptable to the Minister all unconditional and irrevocable consents of each such title holder to, and all statutory consents required in respect of the land affected for:

(i)       the grant of the Special Railway Licence for the construction, operation and maintenance within the Railway Corridor of the Railway, access roads and Additional Infrastructure (if any) to be within the Railway Corridor; and

(ii)      the grant of Lateral Access Road Licences for the construction, use and maintenance of Lateral Access Roads over the routes for the Lateral Access Roads agreed pursuant to paragraph (a); and

(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)   (a)    The Company shall, subject to the EP Act, the provisions of this Agreement, agreement at that time subsisting in respect of the matters required to be agreed pursuant to subclause 3(a), submit to the Minister by the latest date applying under subclause (2)(c) to the fullest extent reasonably practicable its detailed proposals (including plans where practicable and specifications where reasonably required by the Minister and any other details normally required by a local government in whose area any works are to be situated) with respect to the undertaking of the relevant Railway Operation, which proposals shall include the location, area, layout, design, materials and time program for the commencement and completion of construction or the provision (as the case may be) of each of the following matters namely:

(i)       the Railway including fencing (if any) and crossing places within the Railway Corridor;

(ii)      Additional Infrastructure (if any) within the Railway Corridor;

(iii)     temporary accommodation and ancillary temporary facilities for the railway workforce on, or in the vicinity of, the Railway Corridor and
housing and other appropriate facilities elsewhere for the Company’s workforce;

(iv)     water supply;

(v)      energy supplies;

(vi)     access roads within the Railway Corridor and Lateral Access Roads both along the routes for those roads agreed between the Minister and the Company pursuant to subclause 3(a);

(vii)    any other works, services or facilities desired by the Company; and

(viii)   use of local labour, professional services, manufacturers, suppliers contractors and materials and measures to be taken with respect to the engagement and training of employees by the Company, its agents and contractors.

        (b)    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)       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 11A shall apply mutatis mutandis to detailed proposals submitted under this subclause.


Additional Railway Proposals

(5)  (a)    If the Company at any time during the currency of a Special Railway Licence desires to construct a Railway spur line (connecting to the Railway the subject of that Special Railway Licence) or desires to significantly modify, expand or otherwise vary its activities within the land the subject of the Special Railway Licence that are the subject of this Agreement and that may be carried on by it pursuant to this Agreement (other than by the construction of a Railway spur line) beyond those activities specified in any approved proposals for that Railway, it shall give notice of such desire to the Minister and furnish to the Minister with that notice an outline of its proposals in respect thereto (including, without limitation, such matters mentioned in subclause (4)(a) as are relevant or as the Minister otherwise requires).

(b)     If the notice relates to a Railway spur line, or to the construction of Train Loading Infrastructure or Train Unloading Infrastructure on land outside the then Railway Corridor, the Minister shall within one month of receipt of such notice advise the Company whether or not he approves 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 11A shall mutatis mutandis apply to detailed proposals submitted pursuant to this subclause.

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)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

(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 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)    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.


(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)     in section 91(1) by:

(A)    deleting "the mining registrar or the warden, in accordance with section 42 (as read with section 92)" and substituting "the Minister";

(B)     deleting "any person" and substituting "the Company (as defined in the agreement ratified by and scheduled to the Iron Ore (Mount Bruce) Agreement Act 1972, as from time to time added to, varied or amended)";

(C)     deleting "for any one or more of the purposes prescribed" and substituting "for the purpose specified in clause 20E(6)(a)(i), clause 20E(6)(a)(ii) or clause 20E(6)(b), of the agreement ratified by and scheduled to the Iron Ore (Mount Bruce) Agreement Act 1972, as from time to time added to, varied or amended";

(ii)    in section 91(3)(a), by deleting "prescribed form" and substituting "form required by the agreement ratified by and scheduled to the Iron Ore (Mount Bruce) Agreement Act 1972, as from time to time added to, varied or amended";


(iii)by deleting sections 91(6), 91(9), 91(10) and 91B;

(iv)   in section 92, by deleting "Sections 41, 42, 44, 46, 46A, 47 and 52 apply," and inserting "Section 46A (excluding in subsection (2)(a) "the mining registrar, the warden or") applies," and by deleting "in those provisions" and inserting "in that provision";

(v)    by deleting the full stop at the end of the section 94(1) and inserting, "except to the extent otherwise provided in, or to the extent that such terms and conditions are inconsistent with, the agreement ratified by and scheduled to the Iron Ore (Mount Bruce) Agreement Act 1972, as from time to time added to, varied or amended";

(vi)   by deleting sections 94(2), (3) and (4);

(vii)  in section 96(1), by inserting after "miscellaneous licence" the words "(not being a miscellaneous licence granted pursuant to the agreement ratified by and scheduled to the Iron Ore (Mount Bruce) Agreement Act 1972, as from time to time added to, varied or amended";

(viii) by deleting mining regulations 37(2), 37(3), 42 and 42A; and

(ix)   by inserting at the beginning of mining regulations 41(c) and (f) the words "subject to the agreement ratified by and scheduled to the Iron Ore (Mount Bruce) Agreement Act 1972, as from
time to time added to, varied or amended".

(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)   (a)    Subject to and in accordance with approved proposals, the Rail Safety Act and the grant of the relevant Special Railway Licence and any associated Lateral Access Road Licences the Company shall in a proper and workmanlike manner and in accordance with recognised standards for railways of a similar nature operating under similar conditions construct the Railway and associated Additional Infrastructure and access roads within the Railway Corridor and shall also construct inter alia any necessary sidings, crossing points, bridges, signalling switches and other works and appurtenances and provide for crossings and (where appropriate and required by the Minister) grade separation or other protective devices including flashing lights and boom gates at places where the Railway crosses or intersects with major roads or existing railways.

         (b)  The Company shall while the holder of a Special Railway Licence:

(i)       keep the Railway the subject of that licence in an operable state; and

(ii)      ensure that the Railway the subject of that licence is operated in a safe and proper manner in compliance with all applicable laws from time to time; and

(iii)     without limiting subparagraph (ii) ensure that the obligations imposed under the Rail Safety Act on an owner and an operator (as those terms are therein defined) are complied with in connection with the Railway the subject of that licence.


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 20D, the Company shall at all times be the holder of Special Railway Licences and Lateral Access Road Licences granted pursuant to this clause and (without limiting clause 28 but subject to clause 20D) shall at all times own manage and control the use of each Railway the subject of a Special Railway Licence held by the Company.

(e)    The Company shall not be entitled to exclusive possession of the land the subject of a Special Railway Licence or Lateral Access Road Licence granted pursuant to this clause to the intent that the State, the Minister, the Minister for Mines and any persons authorised by any of them from time to time shall be entitled to enter upon the land or any part of it at all reasonable times and on
reasonable notice with all necessary vehicles, plant and equipment and for purposes related 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 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 20D, the Company shall:

(i)       be responsible for the cost of construction and maintenance of all Private Roads constructed pursuant to this clause; and

(ii)      at its own cost erect signposts and take other steps that may be reasonable in the circumstances to prevent any persons and vehicles (other than those engaged upon the Company's activities and its invitees and licensees) from using the Private Roads; and

(iii)     at any place where any Private Roads are constructed by the Company so as to cross any railways or public roads provide at its cost such reasonable protection and signposting as may be required by the Commissioner of Main Roads or the Public Transport Authority as the case may be.

(k)    The provisions of clause 12(1)(a) and (2) as well as the provision to clause 12(1)(a) shall apply mutatis mutandis to any Railway or Railway spur line constructed pursuant to the clause except that the Company shall not be obliged to transport passengers upon any such Railway or Railway spur line.

Aboriginal Heritage Act 1972 (WA)

(8)   For the purposes of this clause the Aboriginal Heritage Act 1972 (WA) applies as if it were modified by:


(a)the insertion before the full stop at the end of section 18(1) of the words:

"and the expression "the Company" means the persons from time to time comprising "the Company" in their capacity as such under the agreement ratified by and scheduled to the Iron Ore (Mount Bruce) Agreement Act 1972, as from time to time added to, varied or amended in relation to the use or proposed use of land pursuant to clause 20E of that agreement after and in accordance with approved proposals under clause 20E of that agreement and in relation to the use of that land before any such approval of proposals where the Company has the requisite authority to enter upon and so use the land";

(b)    the insertion in sections 18(2), 18(4), 18(5) and 18(7) of the words "or the Company as the case may be" after the words "owner of any land";

(c)    the insertion in section 18(3) of the words "or the Company as the case may be" after the words "the owner";

(d)    the insertion of the following sentences at the end of section 18(3):

"In relation to a notice from the Company the conditions that the Minister may specify can as appropriate include, among other conditions, a condition restricting the Company's use of the relevant land to after the approval or deemed approval as the case may be under the abovementioned agreement of all of the Company's submitted initial proposals thereunder for the Railway Operation (as defined in clause 20E(1) of the abovementioned agreement), or in the case of
additional proposals submitted or to be submitted by the Company to after the approval or deemed approval under that agreement of such additional proposals, and to the extent so approved. "; and

(e)    the insertion in sections 18(2) and 18(5) of the words "or it as the case may be" after the word "he".

The Company acknowledges that nothing in this subclause (8) nor the granting of any consents under section 18 of the Aboriginal Heritage Act 1972 (WA) will constitute or is to be construed as constituting the approval of any proposals submitted or to be submitted by the Company under this Agreement or as the grant or promise of land tenure for the purposes of this Agreement.

Taking of land for the purposes of this clause

(9)    (a)   The State is hereby empowered, as and for a public work under Parts 9 and 10 of the LAA, to take for the purposes of this clause any land (other than any part of a Port) which in the opinion of the Company is necessary for the relevant Railway Operation and which the Minister determines is appropriate to be taken for the relevant Railway Operation (except any land the taking of which would be contrary to the provisions of a Government agreement entered into before the submission of the proposals relating to the proposed taking) and notwithstanding any other provisions of that Act may license that land to the Company.


(b)In applying Parts 9 and 10 of the LAA for the purposes of this clause:

(i)       "land" in that Act includes a legal or equitable estate or interest in land;

(ii)      sections 170, 171, 172, 173, 174, 175 and 184 of that Act do not apply; and

(iii)     that Act applies as if it were modified in section 177(2) by inserting -

(A)       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.

(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.";


(18)in clause 21 by:

(a)    inserting "granted under or pursuant to this Agreement or held pursuant to this Agreement" after "licence or other title";

(b)    inserting "or held pursuant hereto" after the subsequent 2 references to "granted hereunder or pursuant hereto"; and

(c)    deleting "occupied by the Company" and substituting "the subject of any lease licence easement or other title granted under or pursuant to this Agreement or held pursuant to this Agreement";

(19)  in clause 22(i) by inserting "or held pursuant hereto" after "granted hereunder or pursuant hereto";

(20)  in clause 23 by inserting "or pursuant hereto or held pursuant hereto" after "granted hereunder";

(21)  by deleting clause 30;

(22)   in clause 41(A)(1) by:

(a)    in paragraph (a):

(a)    deleting "31st day of December 1991" and substituting "31 December 2012";

(b)    deleting "31st day of December 1994" and substituting "31 December 2015"; and

(c)    deleting "31st day of December 1999" and substituting "31 December 2020"; and

(b)    in paragraph (b) deleting "31st day of December 1991" and substituting "31 December 2012".


(23)in clause 41(A)(5) by:

(a)    in paragraph (a) deleting "by the company of alternative investments" and substituting "of an alternative project"; and

(b)    in paragraph (b):

(i)     deleting "the investments" and substituting ", or cause to be implemented, the alternative project"; and

(ii)     deleting "those investments" and substituting "that alternative project";

(24)   by inserting after subclause (5) of clause 41A the following new subclause:

"(6)  For the purposes of subclause (5) "alternative project" means:

(a)    a project to establish and operate within the said State plant for the production of steel;

(b)    a project to establish and operate within the said State plant which processes and adds value to minerals mined in the said State; or

(c)    any other project within the said State which the Minister approves as providing to the State benefits equivalent to a project to establish and operate plant for the production of steel,

to be undertaken by:

(d)    the Company (excluding a project referred to in paragraph (a)): or

(e)    a related body corporate or related bodies corporate (within the meaning of the Corporations Act 2001 (Cwth) of the Company solely or in conjunction with the Company; or


(f)a joint venture in which the Company or its related body corporate has a majority participating interest; or

(g)    any other third person or persons which the Company and the Minister accept as having the requisite financial and technical capacity and expertise to undertake solely, or in conjunction with the Company, the relevant project referred to in paragraph (a), (b) or (c).";

(25)   by inserting the following sentence at the end of clause 42:

"As a separate independent indemnity the Company will indemnify and keep indemnified the State and its servants agents and contractors in respect of all actions suits claims demands or costs of third parties arising out of or in connection with any use, making available for use or other activities of the Company as referred to in clause 20C.";

(26)  in clause 44 inserting "or held pursuant hereto" after "hereunder or pursuant hereto";

(27)  in clause 46 by inserting "or held pursuant hereto" after "granted hereunder or pursuant hereto"; and

(28)  inserting after the Second Schedule the following new schedules:


" THIRD SCHEDULE

WESTERN AUSTRALIA

IRON ORE (MOUNT BRUCE) AGREEMENT ACT 1972

MINING ACT 1978

MISCELLANEOUS LICENCE FOR A RAILWAY AND OTHER PURPOSES

No.            MISCELLANEOUS LICENCE [ ]

WHEREAS by the Agreement (hereinafter called "the Agreement") ratified by and scheduled to the Iron Ore (Mount Bruce) Agreement Act 1972, as from time to time added to, varied or amended, the State agreed to grant to [       ] (hereinafter with its successors and permitted assigns called "the Company") a miscellaneous licence for the construction operation and maintenance of a Railway (as defined in clause 20E(1) of the Agreement and otherwise as provided in the Agreement) and, if applicable, other purposes AND WHEREAS the Company pursuant to clause 20E(6)(a) of the Agreement has made application for the said licence;

NOW in consideration of the rents reserved by and the provisions of the Agreement and in pursuance of the Iron Ore (Mount Bruce) Agreement Act 1972, as from time to time added to, varied or amended, the Company is hereby granted by this licence authority to conduct on the land the subject of this licence as more particularly delineated and described from time to time in the Schedule hereto all activities (including the taking of stone, sand, clay and gravel, the provision of temporary accommodation facilities for the railway workforce in accordance with the Agreement and, subject to the Rights in Water and Irrigation Act 1914 (WA), the operation of water bores) necessary for the planning, design, construction, commissioning, operation and maintenance on the land the subject of this licence of the Railway and Additional Infrastructure (as defined in clause 20E(1) of the Agreement) and access roads to be located on the land the subject of this licence in accordance with the provisions of the Agreement and proposals approved under the Agreement, for the term of 50 years from the date hereof (subject to the sooner determination of the term upon the determination of the Agreement) and upon and subject to the terms covenants and conditions set out in the Agreement and the Mining Act 1978 as it applies to this licence, and any amendments to the Agreement and the Mining Act 1978 from time to time and to the terms and conditions (if any) now or hereafter endorsed hereon and the payment of rentals in respect of this licence in accordance with clause 20E(6)(a)(i) of the Agreement PROVIDED ALWAYS that this licence shall not be determined or forfeited otherwise than in accordance with the Agreement.

In this licence:

-            If the Company be more than one the liability of the Company hereunder shall be joint and several.

-            Reference to an Act includes all amendments to that Act for the time being in force and also any Act passed in substitution therefore or in lieu thereof and to the regulations and by-laws of the time being in force thereunder.

-            Reference to "the Agreement" means such agreement as from time to time added to, varied or amended.

-            The terms "approved proposals", "Railway", "Railway Operation Date", and "Railway spur line" have the meanings given in the Agreement.

ENDORSEMENTS AND CONDITIONS

Endorsements

1.           This licence is granted in accordance with proposals submitted on [   ], and approved by the Minister (as defined in the Agreement) on [   ], under the Agreement.

2.          The Company is permitted to, in accordance with approved proposals, take stone, sand, clay and gravel from the land the subject of this licence for the construction, operation and maintenance of the Railway (including any Railway spur line) constructed within or approved for construction within the area of land the subject of this licence.

3.           Notwithstanding the Mining Act 1978, no royalty shall be payable under the Mining Act 1978 in respect of stone, sand, clay and gravel
which the Company is permitted by the Agreement to obtain from the land the subject of this licence.

4.           [Any further endorsement which the Minister for Mines may, consistent with the provisions of the Agreement, determines and thereafter impose in respect of this licence including during the term of the Agreement.]

Conditions

1.          (a)         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 20E(6)(h) or clause 20E(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 20E(6)(h) of the Agreement for the purpose of such construction down to a maximum of 100 metres in width or as otherwise approved by the Minister (as defined in the Agreement) for the safe operation of that Railway spur line or expansion or extension thereof as the case may be then constructed or approved for construction under approved proposals.

3.           [Any further conditions which the Minister for Mines may, consistent with the provisions of the Agreement, determines and thereafter impose in respect of this licence including during the term of the Agreement.]


SCHEDULE

Land description

Locality:

Mineral Field

Area:

DATED at Perth this day of .

MINISTER FOR MINES

FOURTH SCHEDULE

WESTERN AUSTRALIA

IRON ORE (MOUNT BRUCE) AGREEMENT ACT 1972

MINING ACT 1978

MISCELLANEOUS LICENCE FOR A LATERAL ACCESS ROAD

No.            MISCELLANEOUS LICENCE [ ]

WHEREAS by the Agreement (hereinafter called "the Agreement") ratified by and scheduled to the Iron Ore (Mount Bruce) Agreement Act 1972, as from time to time added to, varied or amended, the State agreed to grant to [        ] (hereinafter with its successors and permitted assigns called "the Company") a miscellaneous licence for the construction use and maintenance of a Lateral Access Road (as defined in the Agreement) AND WHEREAS the Company pursuant to clause 20E(6)(a)(ii) of the Agreement has made application for the said licence;

NOW in consideration of the rents reserved by and the provisions of the Agreement and in pursuance of the Iron Ore (Mount Bruce) Agreement Act 1972, as from time to time added to, varied or amended, the Company is hereby authorised to construct use and maintain a road on the land more particularly delineated and described from time to time in the Schedule hereto in accordance with the provisions of the Agreement and proposals approved under the
Agreement for a term of 4 years commencing on the date hereof (subject to the sooner determination of the term upon the cessation or determination of the Agreement) and for the purposes and upon and subject to the terms covenants and conditions set out in the Agreement and the Mining Act 1978 as it applies to this licence, and any amendments to the Agreement and the Mining Act 1978 from time to time and to the terms and conditions (if any) now or hereafter endorsed hereon and the payment of rentals in respect of this licence in accordance with clause 20E(6)(a)(ii) of the Agreement PROVIDED ALWAYS that this licence shall not be determined or forfeited otherwise than in accordance with the Agreement.

In this licence:

-            If the Company be more than one the liability of the Company hereunder shall be joint and several.

-            Reference to an Act includes all amendments to that Act for the time being in force and also any Act passed in substitution therefore or in lieu thereof and to the regulations and by-laws of the time being in force thereunder.

-            Reference to "the Agreement" means such agreement as from time to time added to, varied or amended.

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

FIFTH SCHEDULE

WESTERN AUSTRALIA

IRON ORE (MOUNT BRUCE) AGREEMENT ACT 1972

MINING ACT 1978

MISCELLANEOUS LICENCE FOR A LATERAL ACCESS ROAD

No.            MISCELLANEOUS LICENCE [ ]

WHEREAS by the Agreement (hereinafter called "the Agreement") ratified by and scheduled to the Iron Ore (Mount Bruce) Agreement Act 1972, as from time to time added to, varied or amended, the State agreed to grant to [        ] (hereinafter with its successors and permitted assigns called "the Company") a miscellaneous licence for the construction use and maintenance of a Lateral Access Road (as defined in the Agreement) AND WHEREAS the Company pursuant to clause 20E(6)(b) of the Agreement has made application for the said licence;

NOW in consideration of the rents reserved by and the provisions of the Agreement and in pursuance of the Iron Ore (Mount Bruce) Agreement Act 1972, as from time to time added to, varied or amended, the Company is hereby authorised to construct use and maintain a road on the land more particularly delineated and described from time to time in the Schedule hereto in accordance with the provisions of the Agreement and proposals approved under the Agreement for a term of 4 years commencing on the date hereof (subject to the sooner determination of the term upon the cessation or determination of the Agreement) and for the purposes and upon and subject to the terms covenants and conditions set out in the Agreement and the Mining Act 1978 as it applies to this licence, and any amendments to the Agreement and the Mining Act 1978 from time to time and to the terms and conditions (if any) now or hereafter endorsed hereon and the payment of rentals in respect of this licence in accordance with clause 20E(6)(b) of the Agreement PROVIDED ALWAYS that this licence shall not be determined or forfeited otherwise than in accordance with the Agreement.

In this licence:

-            If the Company be more than one the liability of the Company hereunder shall be joint and several.

-            Reference to an Act includes all amendments to that Act for the time being in force and also any Act passed in substitution therefore or in lieu thereof and to the regulations and by-laws of the time being in force thereunder.

-           Reference to "the Agreement" means such agreement as from time to time added to, varied or amended.

ENDORSEMENTS AND CONDITIONS

Endorsements

1.           This licence is granted in accordance with proposals submitted on [   ], and approved by the Minister (as defined in the Agreement) on [   ], under the Agreement.


2.[Any further endorsement which the Minister for Mines may, consistent with the provisions of the Agreement, determines and thereafter impose in respect of this licence including during the term of the Agreement.]

Conditions

[Such conditions which the Minister for Mines may, consistent with the provisions of the Agreement, determines and thereafter impose in respect of the licence, including during the term of the Agreement.]

SCHEDULE

Description of land

Locality:

Mineral Field:

Area:

DATED at Perth this day of .

MINISTER FOR MINES              "


EXECUTED as a deed.

SIGNED by THE HONOURABLE         )

COLIN JAMES BARNETT                   )          [Signature]

in the presence of:                                      )

[Signature]

STEPHEN WOOD

THE COMMON SEAL of MOUNT      )

BRUCE MINING PTY. LIMITED ACN           )               [C.S.]

008 714 010 was hereunto affixed by           )

authority of the Directors in the presence of: )

[Signature]

 

ALAN DAVIES

Director

 

 

[Signature]

 

HELEN FERNIHOUGH

Secretary

 

 

 

Part 5  Iron Ore (Hope Downs) Agreement Act 1992 amended

15.         Act amended

             This Part amends the Iron Ore (Hope Downs) Agreement Act 1992.

16.         Section 3 amended

     (1)    In section 3 insert in alphabetical order:

 

    the First Variation Agreement means the agreement a copy of which is set out in Schedule 2.

 

     (2)    In section 3 in the definition of Agreement delete “the Schedule and includes that agreement as varied from time to time in accordance with its provisions.” and insert:

 

    Schedule 1 and, except in section 4(1), includes that agreement as varied from time to time in accordance with its provisions and by the First Variation Agreement;

 

17.         Section 4 amended

     (1)    After section 4(1) insert:

 

 (2A)    The First Variation Agreement is ratified.

 

     (2)    After section 4(3) insert:

 

    (4)    To avoid doubt, it is declared that the provisions of the Public Works Act 1902 section 96 do not apply to a railway constructed under the Agreement.

 

18.         Section 5 inserted

             After section 4 insert:

 

5.           State empowered under clause 15C(9)(a)

            The State has power in accordance with clause 15C(9)(a) of the Agreement.

 

19.         Schedule amended

             In the heading to the Schedule delete “Schedule” and insert:

 

             Schedule 1

 

20.         Schedule 2 inserted

             After the Schedule insert:

Schedule 2 — First Variation Agreement

[s. 3]

2010

THE HONOURABLE COLIN JAMES BARNETT

PREMIER OF THE STATE OF WESTERN AUSTRALIA

AND

HOPE DOWNS IRON ORE PTY. LTD.

ACN 071 514 308

HAMERSLEY WA PTY. LTD.

ACN 115 004 138

 

IRON ORE (HOPE DOWNS) AGREEMENT 1992

RATIFIED VARIATION AGREEMENT

 

 

[Solicitor’s details]

 

 

 

 

 

 

 

 


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

HOPE DOWNS IRON ORE PTY LTD ACN 071 514 308 of Level 3, Hppl House, 28-42 Ventnor Avenue, West Perth, Western Australia and HAMERSLEY WA PTY. LTD. ACN 115 004 138 of Level 22, Central Park, 152-158 St Georges Terrace, Perth, Western Australia. (Joint Venturers).

RECITALS

A.     The State and the Joint Venturers are now the parties to the agreement dated 30 November 1992 ratified by and scheduled to the Iron Ore (Hope Downs) Agreement Act 1992 and which as subsequently added to, varied or amended is referred to in this Agreement as the "Principal Agreement".

B.     The State and the Joint Venturers 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 ratified 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 none of the parties shall have any claim against the other parties with respect to any matter or thing 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 "approved proposal", "beneficiated ore", "beneficiated manganese ore", "beneficiated manganiferous ore", "fine ore", "iron ore", "loading port", "lump ore" and "metallised agglomerates";

(b)    by inserting in the appropriate alphabetical positions the following new definitions:

"approved proposal" means a proposal approved or determined under this Agreement;

"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 Australia and which is:

(i)     a subsidiary of the Company within the meaning of the term "subsidiary" in section 46 of the Corporations Act 2001 (Commonwealth);

(ii)    promoted by the Company for all or any of the purposes of this Agreement and in which the
Company holds not less than $2,000,000 of the issued ordinary capital;

(iii)    a company in which the Company holds not less than 20% of the issued ordinary share capital;

(iv)   a related body corporate (within the meaning of the term "related body corporate" in section 9 of the Corporations Act 2001 (Commonwealth)) of the Company or of any company in which the Company holds not less than 20% of the issued ordinary share capital; and

(b)    any other company approved in writing by the Minister for the purpose of this Agreement which is associated directly or indirectly with the Company in its business or operations under this Agreement;

"beneficiated manganese ore" and "beneficiated manganiferous ore" mean respectively manganese ore and manganiferous 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;

"beneficiated ore" means iron ore (other than manganese ore and manganiferous 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;

"East Angelas Deposit" has the meaning given in subclause (3) of Clause 15;

"fine ore" means iron ore (not being beneficiated ore, beneficiated manganese ore or beneficiated manganiferous ore) which is screened and will pass through a 6.3 millimetre mesh screen;

"Government agreement" has the meaning given in the Government Agreements Act 1979 (WA);

"Integration Agreement" means:

(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

(i)     the agreement ratified by and scheduled to the Iron Ore (Goldsworthy-Nimingarra) Agreement Act 1972, as from time to time added to, varied or amended; or

(j)     the agreement authorised by and as scheduled to the Iron Ore (McCamey's Monster) Agreement Authorisation Act 1972, as from time to time added to, varied or amended; or

(k)    the agreement ratified by and scheduled to the Iron Ore (Marillana Creek) Agreement Act 1991, as from time to time added to, varied or amended;

"Integration Proponent" means in relation to an Integration Agreement, "the Company" or "the Joint Venturers" as the case may be as defined in, and for the purpose of, that Integration Agreement;

"iron ore" includes, without limitation, beneficiated ore, beneficiated manganese ore and beneficiated manganiferous ore;

"laws relating to native title" means laws applicable from time to time in the said State in respect of native title and includes the Native Title Act 1993 (Commonwealth);


"loading port" means:

(a)    the Port of Dampier; or

(b)    Port Walcott; or

(c)    the Port of Port Hedland; or

(d)    any other port constructed after the variation date under an Integration Agreement; or

(e)    such other port approved by the Minister at the request of the Company from time to time for the shipment of iron ore from the mining lease;

"lump ore" means iron ore (not being beneficiated ore, beneficiated manganese ore or beneficiated manganiferous ore) which is screened and will not pass through a 6.3 millimetre mesh screen;

"metallised agglomerates" means products resulting from the reduction of iron ore by any method whatsoever and having an iron content of not less than 85%;

"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; and

(c)     in the definition of "agreed or determined" by:

(i)     inserting "(following, if requested by the Company, consultation with the Company and its consultants in regard thereto" after "as determined by the Minister";

(ii)       deleting "assessed at" and substituting "assessed on"; and

(iii)      deleting all the words after "shall have regard to" and substituting a colon followed by:

"(i)      in the case of iron ore initially sold at cost pursuant to the proviso to clause 12(10), the prices for that type of iron ore prevailing at the time the price for such iron ore was agreed between the arm's length purchaser referred to in paragraph (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 "f.o.b. value" by:

(i)     in paragraph (i):

(A)   inserting "subject to paragraph (ii)," before "in the case of";

(B)   deleting "assessed at" and substituting "assessed on"; and

(C)   inserting "relevant" before "loading port" in both places where it appears;

(ii)       remembering paragraph (ii) as paragraph (iii); and

(iii)      inserting after paragraph (i) the following new paragraph:

"(ii)    in the case of iron ore initially sold at cost pursuant to the proviso to clause 12(10), the price which is payable for the iron ore by the arm's length purchaser as referred to in paragraph (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"; and

(e)     in the definition of "mining lease" by deleting "Clause 14" and substituting "Clauses 12A, 14 or 15(3)";


(2)by inserting after clause 2 the following new clause:

"2A.  Nothing in this Agreement shall be construed:

(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).";

(3)    in clause 10(1):

(a)     by inserting "from the mining lease (other than from the East Angelas Deposit)" after "desires to produce";

(b)     by deleting "proposals submitted pursuant to subclause (1) of Clause 7" and substituting "approved proposals (including for the development of the East Angelas Deposit)"; and

(c)     by inserting "(other than for the development of the East Angelas Deposit) or under Clause 15C)" after "activities carried on pursuant to this Agreement";

(4)    by inserting the following sentence at the end of clause 10(1):

"The provisions of clause 7(4)(b) shall apply to proposals submitted pursuant to this clause.";


(5)by deleting subclause (2) of clause 10 and substituting the following new subclauses:

"(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, if so required by the Minister, shall 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 10A, within 3 months after the award by notice to the Minister that it shall not be proceeding with the same.";

(6)    by inserting after clause 10 the following new clauses:

"Consideration of Company's proposals under clause 10

10A. (1)     In respect of each proposal pursuant to subclause (1) of Clause 10 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 10(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)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 15A for the purpose of that clause) as contemplated by clause 15A. It may not be so exercised in respect of a proposal if pursuant to clause 10B(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 10B(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 10B(5) in respect of that single preferred development.

(2)    The Minister shall within 2 months after receipt of proposals pursuant to clause 10(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.

(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 34, the Minister may during the implementation of approved proposals approve variations to those proposals.


Notification of possible proposals

10B.  (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 Clause 15A) 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 15A for the purpose of that clause) as contemplated by Clause 15A.


(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

(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)   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:

(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)   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.";


(7)in clause 11(1) by inserting "for the initial mining project referred to in Clause 7 or for the East Angelas Deposit project referred to in subclause (4) of Clause 15" after "exceed 150";

(8)    in clause 11(2):

(a)     by in paragraph (a) inserting "or in respect of the East Angelas Deposit the matters mentioned in paragraphs (a)-(m) of subclause (4) of Clause 15" after "Clause 7"; and

(b)     by in paragraph (c) inserting "or under subclause (8) of Clause 15" after "Clause 8";

(9)    in clause 11(3):

(a)     by in paragraph (a):

(i)        inserting "and such increase or plan relates to or primarily relates to the initial mining project referred to in Clause 7" after "in principle a proposed increase or plan"; and

(ii)       in subparagraph (i) inserting "approval" after "in principle";

(b)     by redesignating the existing paragraph (b) as paragraph (c);

(c)     by inserting the following new paragraph (b):

"(b)   If the Minister approves a proposed increase or plan and such increase or plan relates to or primarily to the East Angelas Deposit project referred to in subclause (4) of Clause 15:

(i)     if it has not already submitted pursuant to subclause (4) of Clause 15 all of its proposals for its East Angelas Deposit project, submit to the Minister pursuant to subclause (4) of Clause 15 detailed proposals in respect of the proposed
increase or plan as part of the Company's proposals for its East Angelas Deposit project and in accordance with any conditions of the Minister's in principle approval; or

(ii)     if it has already submitted pursuant to subclause (4) of Clause 15 all of its proposals for its East Angelas Deposit project, within six (6) months of the Minister's in principle approval submit to the Minister detailed proposals in respect of the proposed increase or plan in accordance with any conditions of that approval otherwise that approval shall lapse."; and

(d)     by in paragraph (c) deleting the second sentence and substituting the following sentence:

"The provisions of:

(i)      subclause (4)(b) of Clause 7, subclauses (2) to (5) of Clause 10 and of Clause 10A shall apply to detailed proposals submitted pursuant to paragraph (a)(ii) of this subclause;

(ii)     subclauses (4) to (14) of Clause 15 shall apply mutatis mutandis to detailed proposals regarding a proposed increase or plan referred to in paragraph (b)(i) of this subclause; and

(iii)    subclause (15)(b) of Clause 15 shall apply to detailed proposals submitted pursuant to paragraph (b)(ii) of this subclause.";

(10)  in clause 11(4) by deleting "pursuant to Clause 8" and substituting "as referred to in";


(11)by inserting after clause 12(8) the following new subclauses:

"Blending of iron ore

(9)    (a)    The Company may blend iron ore mined from the mining lease with any:

(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 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.

(b)    The authority given under paragraph (a) is subject to the Minister being reasonably satisfied that there are in place adequate systems and controls for the correct apportionment of the quantities of iron ore being blended as between each of the sources referred to in paragraph (a), which systems and controls monitor production, processing, transportation, stockpiling and shipping of all such iron ore. If at any time the
Minister ceases to be so satisfied he may, after consulting the Company and provided the Company has not within three (3) months after the commencement of such consultation addressed the matters of concern to the Minister to his satisfaction, by notice in writing to the Company suspend the above authority in respect of the relevant blending arrangements until he is again satisfied in terms of this paragraph (b).

(c)    If any blending of iron ore occurs as contemplated by this subclause, then for the purposes of Clauses 13(1) and (2)(a), a portion of the iron ore so blended being equal to the proportion that the amount of iron ore from the mining lease used in the admixture of iron ore bears to the total amount of iron ore so blended, shall be deemed to be produced from the mining lease.

Shipment of and price for iron ore

(10)  The Company shall during the continuance of this Agreement ship, or procure to be shipped, all iron ore mined from the mining lease and sold:

(a)    from a wharf in a loading port which has been constructed under an Integration Agreement; or

(b)    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 for all iron ore from the mining lease the best price possible having regard having regard to market conditions from time to time prevailing; PROVIDED THAT iron ore from 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 clause 13(2) 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 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 below.

If required by notice in writing from the Minister, the Company must 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) above 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, and without limiting the Minister's discretion above, the parties acknowledge that marketing entities forming part of a corporate group that includes at the time a person (alone or together with other persons) that comprise the Company (or part of a parallel corporate group if that person is part of
a dual-listed corporate structure) are not independent participants for the purposes of this subclause.";

(12)  by inserting after clause 12 the following new clause:

"Additional areas

12A. (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 (excluding the exploration licences referred to in subclause (3) of Clause 15) to be included in the mining lease but so that the total area of the mining lease, any land that may be included in the mining lease pursuant to this Agreement and of any other mineral lease or mining lease granted under or pursuant to this Agreement (as aggregated) shall not at any time exceed 777 square kilometres. The Minister shall confer with the Minister for Mines in regard to any such application and if they approve the application the Minister for Mines shall upon the surrender of the relevant mining tenement include the area the subject thereof in the mining 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.

(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 mining 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 Clauses 10 or 11 as the case may be.";

(13)  in clause 13(1):

(a)    in paragraph (iv), by deleting "3.25%" and inserting "5%"; and

(b)    by inserting at the end of clause 13(1) the following new paragraphs:

"Where beneficiated ore is produced from an admixture of iron ore from the mining lease and other iron ore a portion (and a portion only) of the beneficiated ore so produced being equal to the proportion that the amount of iron in the iron ore from the mining lease used in the production of beneficiated ore bears to the total amount of iron in the iron ore so used shall be deemed to be produced from iron ore from the mining lease.


Where for the purpose of determining f.o.b. value it is necessary to convert an amount or price to Australian currency, the conversion is to be calculated using a rate (excluding forward hedge or similar contract rates) that has been approved by the Minister at the request of the Company and in the absence of such request as determined by the Minister to be a reasonable rate for the purpose.

The provisions of regulation 85AA (Effect of GST etc on royalties) of the Mining Regulations 1981 (WA) shall apply mutatis mutandis to the calculation of royalties under this clause.";

(14)  in clause 13(2):

(a)    by inserting in paragraph (a) "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 subclause (1)" after "the due date of the return";

(b)    by in paragraph (a) deleting all words after "on the basis of" and substituting a colon followed by:

"(i)    in the case of iron ore initially sold at cost pursuant to the proviso to clause 12(10), at the price notified pursuant to paragraph (iii) of that proviso;

(ii)     in any other case, invoices or provisional invoices (as the case may be) rendered by the Company to the purchaser (which invoices the Company shall render without delay simultaneously furnishing copies thereof to the Minister) of such iron ore or on the basis of estimates as agreed or determined,

and shall from time to time in the next following appropriate return and payment make (by return and by cash) all such necessary adjustments (and give to the Minister full details
thereof) when the f.o.b. value shall have been finally calculated, agreed or determined;";

(c)    in paragraph (b):

(i)     by 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";

(ii)     by inserting "(in whatever form)" after "copies or extracts";

(iii)    by inserting "the subject of royalty" before each reference to "hereunder"; and

(iv)    by deleting "and" after the semi colon; and

(d)    by in paragraph (c) deleting the full stop and substituting "; and" and inserting after paragraph (c) the following new paragraph:

"(d)   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.";

(15)  in clause 15(1):

(a)    by in paragraph (a) inserting "and subclause (3)" after "this subclause"; and

(b)    by in paragraphs (a) and (b) deleting "2008" and substituting "2012";


(16)by deleting subclause (3) of Clause 15 and substituting the following new subclauses:

                  "(3)   Notwithstanding the provisions of the Mining Act the Company may on or before 31 December 2012 (or such later date as the parties may agree) apply to the Minister for all exploration licences held by it at the time of application within Area C (and being the subject of subclause (1)) to be included in the mining lease and provided that the exploration licences have been explored to the satisfaction of the State the Minister for Mines shall, subject to the surrender by the Company of the exploration licences concerned include the land the subject thereof (herein called "the East Angelas Deposit") in the mining lease by endorsement on the mining 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 and covenants and conditions as apply to the mining lease (with such apportionment of rents as is necessary) and notwithstanding that the survey of the East Angelas Deposit has not been completed (but subject to correction to accord with the survey when completed at the Company's expense).

(4)     The Company shall subject to the EP Act, Clause 11 and the other provisions of this Agreement submit to the Minister on or before the date occurring 2 years after the East Angelas Deposit is included in the mining lease 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 production of iron ore from the East Angelas Deposit and the transport and shipment of iron ore produced which proposals shall make provisions for the Company's' workforce and associated population required to enable the Company to mine and recover iron ore from the East Angelas Deposit and transport and ship
the iron ore and shall include the location, area, lay-out, design, quantities, materials and time programme for the commencement and completion of construction or provision (as the case may be) of each of the following matters, namely:

(a)    the mining and recovery of iron ore including mining crushing screening handling transport and storage of iron ore and plant facilities and any processing of iron ore proposed to be carried out;

(b)    roads within the mining lease and roads serving the mining lease;

(c)    temporary accommodation and ancillary facilities for the mine camp workforce and housing and other appropriate accommodation and facilities elsewhere for the Company's' workforce, in each case engaged in the East Angelas Deposit project;

(d)    management of vehicles on the mine site;

(e)    water supply;

(f)     power supply;

(g)    transportation of iron ore by conveyor or, subject to Clause 11, by rail way or rail spur line constructed under an Integration Agreement;

(h)    subject to Clauses 11 and 12(10), storage and ship loading of iron ore;

(i)     mine aerodrome on or in the vicinity of the mining lease and any other aerodrome facilities and services;

(j)     any other works installations or facilities or services desired by the Company;


(k)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;

(l)     any leases, licences or other tenures of land required from the State; and

(m)   an environmental management programme as to measures to be taken, in respect of the Company's activities under this Agreement, for the rehabilitation and the protection and management of the environment.

(5)    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.

(6)    Each of the proposals pursuant to subclause (4) may with the approval of the Minister or, if so required by the Minister, shall be submitted separately and in any order as to any matter or matters in respect of which such proposals are required to be submitted.

(7)    At the time when the Company submits the said proposals it shall:

(a)    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; and


(b)furnish to the Minister's reasonable satisfaction evidence of:

(i)     marketing arrangements demonstrating the Company's ability to sell iron ore in accordance with the said proposals;

(ii)    the availability of finance necessary for the fulfilment of the operations to which the said proposals refer; and

(iii)    the readiness of the Company to embark upon and proceed to carry out the operations referred to in the said proposals.

(8)    In respect of each proposal pursuant to subclause (4) 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 subclause (4) 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)       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 15A for the purpose of that clause) as contemplated by clause 15A. It may not be so exercised in respect of a proposal if pursuant to clause 10B(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 10B(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 10B(5) in respect of that single preferred development.


(9)The Minister shall within 2 months after receipt of proposals pursuant to subclause (4) 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.

(10)  If the decision of the Minister is as mentioned in either of paragraphs (a), (c) or (d) of subclause (8) 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.

(11)  If the decision of the Minister is as mentioned in either of paragraphs (c) or (d) of subclause (8) 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 (8) shall not be referable to arbitration hereunder. A decision of the Minister under paragraph (a) of subclause (8) shall not be referable to arbitration under this Agreement.

(12)  If by the award made on the arbitration pursuant to subclause (11) 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.

(13)  The Company shall implement the approved proposals in accordance with the terms thereof.

(14)  Notwithstanding Clause 34, the Minister may during the implementation of approved proposals approve variations to those proposals.

(15)  (a)     Subject to Clause 11, if the Company at any time during the continuance of this Agreement desires to produce more iron ore from the East Angelas Deposit than the tonneage of iron
ore for transportation from the mining lease approved under approved proposals or to significantly modify expand or otherwise vary its activities in relation to the mining of the East Angelas Deposit beyond those activities specified in any approved proposals it shall give notice of such desire to the Minister and shall within 2 months thereafter submit to the Minister detailed proposals in respect of all matters covered by such notice and such of the other matters mentioned in paragraphs (a) to (m) of subclause (4) as the Minister may require.

(b)    The provisions of subclauses (5) to (14) shall mutatis mutandis apply to detailed proposals submitted pursuant to this subclause with the proviso that the Company may withdraw such proposals 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 same. Subject to and accordance with the EP Act and any approvals and licences required under that Act the Company shall implement approved proposals pursuant to this Clause in accordance with the terms thereof.";

(17)  by inserting after clause 15 the following new clauses:

"Integrated use of works installations or facilities under the Integration Agreements

15A. (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 12(9)) of:

(A)   iron ore mined from a Mining Act 1978 mining lease located in, or proximate to, the Pilbara region of the said State which is held by a Related Entity alone or with a third party or parties (excluding any mining lease granted pursuant to, or held under, a Government agreement); or

(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); or

(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; or

(D)   iron ore mined under an Integration Agreement;

(b)    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); or

(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); or

(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; or

(iv)    iron ore mined under an Integration Agreement;

(c)    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)    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 this Agreement for the supply of electricity permitted to be made under an Integration Agreement.

(2)     (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 10 and
10A or clauses 11, 15 or 15C 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 a port otherwise than as permitted by clause 11 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 within the boundaries of any port permitted to be constructed by the Company pursuant to clause 11 or at or near the town of Port Hedland within the boundaries of the Port of Port Hedland; 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 contemplated by subclauses (1)(a), (1)(b) or (1)(c) or as permitted by clause 15C; 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 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 10A, 11, 15 or 15C, 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.

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.

(b)    restrict the company's rights under Clause 33.

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)    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 33 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 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

15B.  (1)    For the purposes of this clause "Relevant Infrastructure" means any works installations or facilities (as defined in Clause 15A(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):

(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

(d)    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).


(2)The Company may as an additional proposal pursuant to Clause 10 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 10A 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 37(l) and while such notice remains unsatisfied.

Miscellaneous Licences for Railways

15C.  (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 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 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 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)    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 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 44 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 36, any agreement made pursuant to paragraph (a) before such date is extended or varied shall unless the Minister notifies the Company otherwise be deemed to be at an end and neither party shall have any claim against the other in respect of it.

(c)     The Company acknowledges that it shall be responsible for liaising with every title holder in respect of the land affected and for obtaining in a form and substance acceptable to the Minister all unconditional and irrevocable consents of each such title holder to, and all statutory consents required in respect of the land affected for:

(i)      the grant of the Special Railway Licence for the construction, operation and maintenance within the Railway Corridor of the Railway, access roads and Additional Infrastructure (if any) to be within the Railway Corridor; and

(ii)     the grant of Lateral Access Road Licences for the construction, use and maintenance of Lateral Access Roads
over the routes for the Lateral Access Roads agreed pursuant to paragraph (a); and

(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)     (a)    The Company shall, subject to the EP Act, the provisions of this Agreement, agreement at that time subsisting in respect of the matters required to be agreed pursuant to subclause 3(a), submit to the Minister by the latest date applying under subclause (2)(c) to the fullest extent reasonably practicable its detailed proposals (including plans where practicable and specifications where reasonably required by
the Minister and any other details normally required by a local government in whose area any works are to be situated) with respect to the undertaking of the relevant Railway Operation, which proposals shall include the location, area, layout, design, materials and time program for the commencement and completion of construction or the provision (as the case may be) of each of the following matters namely:

(i)      the Railway including fencing (if any) and crossing places within the Railway Corridor;

(ii)     Additional Infrastructure (if any) within the Railway Corridor;

(iii)    temporary accommodation and ancillary temporary facilities for the railway workforce on, or in the vicinity of, the Railway Corridor and housing and other appropriate facilities elsewhere for the Company’s workforce;

(iv)    water supply;

(v)     energy supplies;

(vi)    access roads within the Railway Corridor and Lateral Access Roads both along the routes for those roads agreed between the Minister and the Company pursuant to subclause 3(a);

(vii)   any other works, services or facilities desired by the Company; and

(viii)   use of local labour, professional services, manufacturers, suppliers contractors and materials and measures to be taken with
respect to the engagement and training of employees by the Company, its agents and contractors.

(b)      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)      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 10A shall apply mutatis mutandis to detailed proposals submitted under this subclause.

Additional Railway Proposals

(5)     (a)     If the Company at any time during the currency of a Special Railway Licence desires to construct a Railway spur line (connecting to the Railway the subject of that Special Railway Licence) or desires to significantly modify, expand or otherwise vary its activities within the land the subject of the Special Railway Licence that are the subject of this Agreement and that may be carried on by it pursuant to this Agreement (other than by the construction of a Railway spur line) beyond those activities specified in any approved proposals for that Railway, it shall give notice of such desire to the Minister and furnish to the Minister with that notice an outline of its proposals in respect thereto (including, without limitation, such matters mentioned in subclause (4)(a) as are relevant or as the Minister otherwise requires).


(b)If the notice relates to a Railway spur line, or to the construction of Train Loading Infrastructure or Train Unloading Infrastructure on land outside the then Railway Corridor, the Minister shall within one month of receipt of such notice advise the Company whether or not he approves 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 10A shall mutatis mutandis apply to detailed proposals submitted pursuant to this subclause.

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)    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 Second 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

(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 Third 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 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.

(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.

(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)    in section 91(1) by:

(A)     deleting "the mining registrar or the warden, in accordance with section 42 (as read with section 92)" and substituting "the Minister";

(B)     deleting "any person" and substituting "the Company (as defined in the agreement ratified by and scheduled to the Iron Ore (Hope Downs) Agreement Act 1992, 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 15C(6)(a)(i), clause 15C(6)(a)(ii) or clause 15C(6)(b), of 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";

(ii)   in section 91(3)(a), by deleting "prescribed form" and substituting "form required by 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";

(iii)  by deleting sections 91(6), 91(9), 91(10) and 91B;

(iv)  in section 92, by deleting "Sections 41, 42, 44, 46, 46A, 47 and 52 apply," and inserting "Section 46A (excluding in subsection (2)(a) "the mining registrar, the warden or") applies," and by deleting "in those provisions" and inserting "in that provision";

(v)   by deleting the full stop at the end of the section 94(1) and inserting, "except to the extent otherwise provided in, or to the extent that such terms and conditions are inconsistent with, the agreement ratified by and scheduled to the Iron Ore (Hope Downs) Agreement Act 1992, as from time to time added to, varied or amended";

(vi)  by deleting sections 94(2), (3) and (4);


(vii)in section 96(1), by inserting after "miscellaneous licence" the words "(not being a miscellaneous licence granted pursuant to the agreement ratified by and scheduled to the Iron Ore (Hope Downs) Agreement Act 1992, 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 ratified by and scheduled to the Iron Ore (Hope Downs) Agreement Act 1992, 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.

(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)     Subject to and in accordance with approved proposals, the Rail Safety Act and the grant of the relevant Special Railway Licence and any associated Lateral Access Road Licences the Company shall in a proper and workmanlike manner and in accordance with recognised standards for railways of a similar nature operating under similar conditions construct the Railway and associated Additional Infrastructure and access roads within the Railway Corridor and shall also construct inter alia any necessary sidings, crossing points, bridges, signalling switches and other works and appurtenances and provide for crossings and (where appropriate and required by the Minister) grade separation or other protective devices including flashing lights and boom gates at places where the Railway crosses or intersects with major roads or existing railways.

(b)      The Company shall while the holder of a Special Railway Licence:

(i)      keep the Railway the subject of that licence in an operable state; and

(ii)     ensure that the Railway the subject of that licence is operated in a safe and proper manner in compliance with all applicable laws from time to time; and

(iii)    without limiting subparagraph (ii) ensure that the obligations imposed under the Rail Safety Act on an owner and an operator (as those terms are therein defined) are complied with in connection with the Railway the subject of that licence.

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 15B, 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 42 but subject to Clause 15B) 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.

(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 15B, 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 Clause 24(4) regarding third party access 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 on any such Railway or Railway spur line and in relation to its use thereof the Company shall not be deemed to be a common carrier at law or otherwise.

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 ratified by and scheduled to the Iron Ore (Hope Downs) Agreement Act 1992, as from time to time added to, varied or amended in relation to the use or proposed use of land pursuant to clause 15C of that agreement after and in accordance with approved proposals under clause 15C 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 15C(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 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

(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.

(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.";

(18)  in clause 16(1) by inserting "and paragraph (m) of subclause (4) of Clause 15" after "Clause 7";

(19)  in clause 16(6) by deleting "subclauses (1), (2), (3) and (4) of Clause 8" and substituting "Clause 10A";

(20)  in clause 23(1) by deleting "or in respect of land within the area coloured red on the plan "Plan A" annexed hereto arrange to have the Port Authority grant to the Company,";

(21)  in clause 23(2) by inserting the following new paragraph:

"(2a)  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.";

(22)  by deleting clause 23(3);

(23)  by deleting clause 24(5);

(24)  in clause 27(6), by inserting in paragraph (b) "or cause to be implemented" after "shall implement";


(25)by deleting subclause (7) of clause 27 and substituting the following new subclause:

"(7) For the purposes of subclause (6) "alternative project" means:

(a)    a project to establish and operate within the said State plant for the production of metallised agglomerates;

(b)     a project to establish and operate within the said State plant which processes and adds value to minerals mined in the said State; or

(c)     any other project within the said State which the Minister approves as providing as equivalent benefits to the State to a project to establish and operate within the said State plant for the production of metallised agglomerates,

to be undertaken by:

(d)     the Company (excluding a project referred to in paragraph (a)): or

(e)     a related body corporate or related bodies corporate (within the meaning of the Corporations Act 2001 (Cwth) of the Company solely or in conjunction with the Company; or

(f)       a joint venture in which the Company or its related body corporate has a majority participating interest; or

(g)       any other third person or persons which the Company and the Minister accept as having the requisite financial and technical capacity and expertise to undertake solely, or in conjunction with the Company, the relevant project referred to in paragraphs (a), (b) or (c).";


(26)by inserting in clause 33(3)(a) "or held pursuant to this Agreement" after "under or pursuant to this Agreement";

(27)  by inserting in clause 34(1) "or held pursuant to this Agreement" after "pursuant to this Agreement";

(28)  in clause 37:

(i)        in subclause (1)(a)(i) by inserting "granted under or pursuant to this Agreement or held pursuant to this Agreement" after "easement grant or other title"; and

(ii)       in subclause (4) 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";

(29)  in clause 38:

(a)    in subclause (1)(a) by inserting "or held pursuant hereto" after "granted hereunder or pursuant hereto"; and

(b)    in subclause (2) by inserting "or held pursuant to this Agreement" after "made under or pursuant to this Agreement";

(30)  by inserting the following sentence at the end of clause 40:

"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 15A."; and

(31)  by inserting after the Schedule the following new schedules:


"SECOND SCHEDULE

WESTERN AUSTRALIA

IRON ORE (HOPE DOWNS) AGREEMENT ACT 1992

MINING ACT 1978

MISCELLANEOUS LICENCE FOR A RAILWAY AND OTHER PURPOSES

No. MISCELLANEOUS LICENCE [ ]

WHEREAS by the Agreement (hereinafter called "the Agreement") ratified by and scheduled to the Iron Ore (Hope Downs) Agreement Act 1992, 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 15C(1) of the Agreement and otherwise as provided in the Agreement) and, if applicable, other purposes AND WHEREAS the Company pursuant to clause 15C(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 (Hope Downs) Agreement Act 1992, 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 15C(1) of the
Agreement) and access roads to be located on the land the subject of this licence in accordance with the provisions of the Agreement and proposals approved under the Agreement, for the term of 50 years from the date hereof (subject to the sooner determination of the term upon the determination of the Agreement) and upon and subject to the terms covenants and conditions set out in the Agreement and the Mining Act 1978 as it applies to this licence, and any amendments to the Agreement and the Mining Act 1978 from time to time and to the terms and conditions (if any) now or hereafter endorsed hereon and the payment of rentals in respect of this licence in accordance with clause 15C(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 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 15C(6)(h) or clause 15C(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 15C(6)(h) of the Agreement for the purpose of such construction down to a maximum of 100 metres in width or as otherwise approved by the Minister (as defined in the Agreement) for the safe operation of that Railway spur line or expansion or extension thereof as the case may be then constructed or approved for construction under approved proposals.

3.           [Any further conditions which the Minister for Mines may, consistent with the provisions of the Agreement, determines and thereafter impose in respect of this licence including during the term of the Agreement.]

SCHEDULE

Land description

 

Locality:

Mineral Field

Area:

DATED at Perth this day of .

MINISTER FOR MINES


THIRD SCHEDULE

WESTERN AUSTRALIA

IRON ORE (HOPE DOWNS) AGREEMENT ACT 1992

MINING ACT 1978

MISCELLANEOUS LICENCE FOR A LATERAL ACCESS ROAD

No.            MISCELLANEOUS LICENCE [ ]

WHEREAS by the Agreement (hereinafter called "the Agreement") ratified by and scheduled to the Iron Ore (Hope Downs) Agreement Act 1992, 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 15C(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 (Hope Downs) Agreement Act 1992, 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 15C(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:

Area:

DATED at Perth this day of .

MINISTER FOR MINES


FOURTH SCHEDULE

WESTERN AUSTRALIA

IRON ORE (HOPE DOWNS) AGREEMENT ACT 1992

MINING ACT 1978

MISCELLANEOUS LICENCE FOR A LATERAL ACCESS ROAD

No.            MISCELLANEOUS LICENCE [ ]

WHEREAS by the Agreement (hereinafter called "the Agreement") ratified by and scheduled to the Iron Ore (Hope Downs) Agreement Act 1992, 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 15C(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 (Hope Downs) Agreement Act 1992, 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 15C(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:

Mineral Field:

Area:

DATED at Perth this day of .

MINISTER FOR MINES".


EXECUTED
as a deed.

SIGNED by THE HONOURABLE         )

COLIN JAMES BARNETT                   )            [Signature]

in the presence of:                                      )

[Signature]

STEPHEN WOOD

THE COMMON SEAL of HOPE           )

DOWNS IRON ORE PTY. LTD.            )

ACN 071 514 308 was hereunto                 )            [C.S.]

affixed in accordance with its                      )

constitution in the presence of:                     )

[Signature]

 

TADEUSZ J WATROBA

Director

 

 

 

[Signature]

 

JAY NEWBY

Secretary

 

 

THE COMMON SEAL of                      )

HAMERSLEY WA PTY. LTD.               )

ACN 115 004 138 was hereunto                 )            [C.S.]

affixed by authority of the Directors            )

in the presence of:                                      )

 

[Signature]

 

ALAN DAVIES

Director

 

 

 

[Signature]

 

HELEN FERNIHOUGH

Secretary

 

 

 

Part 6  Iron Ore (Yandicoogina) Agreement Act 1996 amended

21.         Act amended

             This Part amends the Iron Ore (Yandicoogina) Agreement Act 1996.

22.         Section 3 amended

     (1)    In section 3 insert in alphabetical order:

 

    the First Variation Agreement means the agreement a copy of which is set out in Schedule 2.

 

     (2)    In section 3 in the definition of Agreement delete “Schedule 1, and includes that agreement as amended from time to time in accordance with clause 33 of the agreement.” and insert:

 

    Schedule 1 and, except in section 4(1), includes that agreement as amended from time to time in accordance with clause 33 of the agreement and by the First Variation Agreement;

 

23.         Section 4 amended

     (1)    After section 4(1) insert:

 

 (2A)    The First Variation Agreement is ratified.

 

     (2)    After section 4(3) insert:

 

    (4)    To avoid doubt, it is declared that the provisions of the Public Works Act 1902 section 96 do not apply to a railway constructed under the Agreement.

 

24.         Section 5 inserted

             After section 4 insert:

 

5.           State empowered under clause 12C(9)(a)

            The State has power in accordance with clause 12C(9)(a) of the Agreement.

 

25.         Schedule 2 inserted

             After Schedule 1 insert:

Schedule 2 — First Variation Agreement

[s. 3]

2010

THE HONOURABLE COLIN JAMES BARNETT

PREMIER OF THE STATE OF WESTERN AUSTRALIA

AND

HAMERSLEY IRON-YANDI PTY. LIMITED

ACN 009 181 793

AND

HAMERSLEY IRON PTY. LIMITED

ACN 004 558 276

 

IRON ORE (YANDICOOGINA) AGREEMENT 1996

RATIFIED VARIATION AGREEMENT

 

[Solicitor’s details]

 

 

 

 

 

 

 

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 its instrumentalities from time to time (State)

AND

HAMERSLEY IRON-YANDI PTY. LIMITED ACN 009 181 793 of Level 22, Central Park, 152-158 St Georges Terrace, Perth, Western Australia (Company)

AND

HAMERSLEY IRON PTY. LIMITED ACN 004 558 276 of Level 22, Central Park, 152 - 158 St Georges Terrace, Perth, Western Australia (Hamersley).

RECITALS

A.     The State, the Company and Hamersley are the parties to the agreement dated 22 October 1996 ratified by and scheduled to the Iron Ore (Yandicoogina) Agreement Act 1996 and which as subsequently added to, varied is referred to in this Agreement as the "Principal Agreement".

B.     The State, the Company and Hamersley 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 none of the parties shall have any claim against the other parties with respect to any matter or thing 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 "beneficiated ore", "fine ore", "loading port", "lump ore" and "metallised agglomerates";

(b)    by inserting in the appropriate alphabetical positions the following new definitions:

"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 Australia and which is:

(i)     a subsidiary of the Company within the meaning of the term "subsidiary" in section 46 of the Corporations Act 2001 (Commonwealth);

(ii)     promoted by the Company for all or any of the purposes of this Agreement and in which the
Company holds not less than $2,000,000 of the issued ordinary capital;

(iii)    a company in which the Company holds not less than 20% of the issued ordinary share capital;

(iv)    a related body corporate (within the meaning of the term "related body corporate" in section 9 of the Corporations Act 2001 (Commonwealth)) of the Company or of any company in which the Company holds not less than 20% of the issued ordinary share capital; and

(b)    any other company approved in writing by the Minister for the purpose of this Agreement which is associated directly or indirectly with the Company in its business or operations under this Agreement;

"beneficiated ore" means iron ore that has been concentrated or upgraded otherwise than solely by crushing, screening, separating by hydrocycloning or a similar technology which uses primarily size as a criterion, washing, scrubbing, trommelling or drying, or by a combination of 2 or more of those processes by the Company in a plant constructed pursuant to proposal approved pursuant to an Integration Agreement or such other plant as is approved by the Minister after consultation with the Minister for Mines and "beneficiation" and "beneficiate" have corresponding meanings;

"fine ore" means iron ore (not being beneficiated ore or pisolite fine ore) which is screened and will pass through a 6.3 millimetre mesh screen;

"Government agreement" has the meaning given in the Government Agreements Act 1979 (WA);


"Integration Agreement" means:

(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

(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 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;

"loading port" means:

(a)    the Port of Dampier; or

(b)    Port Walcott; or

(c)    the Port of Port Hedland; or

(d)    any other port constructed after the variation date under an Integration Agreement; or

(e)    such other port approved by the Minister at the request of the Company from time to time for the shipment of iron ore from the mining lease;

"lump ore" means iron ore (not being beneficiated ore or pisolite fine ore) which is screened and will not pass through a 6.3 millimetre mesh screen;

"metallised agglomerates" means products resulting from the reduction of iron ore by any method whatsoever and having an iron content of not less than 85%;

"pisolite fine ore" means iron ore (not being beneficiated ore) derived from channel iron deposits that appear to be chemically precipitated sedimentary deposits comprised of a pisolitic texture of hematite grains rimmed with geothite in a geothitic matrix and:


(a)having a product grade loss on ignition of 8.5% or greater; and

(b)    which is screened and will pass through an 9.5 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, the Company and Hamersley comes into operation;

(c)     in the definition of "iron ore" by inserting ", without limitation," after "includes";

(d)     in the definition of "mining lease" by inserting "and includes any areas added to it pursuant to clause 11(8)";

(2)    by inserting after clause 2(3) the following new subclause:

"(4)    Nothing in this Agreement shall be construed to exempt the Company from compliance with the provisions of the Aboriginal Heritage Act 1972 (WA).";

(3)    in clause 9(1) by:


(a)deleting "If" and substituting "Subject to clause 10, if"; and

(b)     inserting "(other than under clause 12C)" after "pursuant to this Agreement";

(4)    by deleting subclause (2) of clause 9 and substituting the following new subclauses:

         "(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 9A, within 3 months after the award by notice to the Minister that it shall not be proceeding with the same.";


(5)by inserting after clause 9 the following new clauses:

Consideration of Company's proposals under clause 9

9A.   (1)    In respect of each proposal pursuant to subclause (1) of clause 9 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 9(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)     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 12A for the purpose of that clause) as contemplated by clause 12A. It may not be so exercised in respect of a proposal if pursuant to clause 9B(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 9B(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 9B(5) in respect of that single preferred development.

(2)    The Minister shall within 2 months after receipt of proposals pursuant to clause 9(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.

(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 33, the Minister may during the implementation of approved proposals approve variations to those proposals.

Notification of possible proposals


9B.(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, the integrated use of works installations or facilities as contemplated by clause 12A) 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 12A for the purpose of that clause) as contemplated by clause 12A.

(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

(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)     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:

(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)     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.";

(6)    in clause 10(4)(b) by deleting "subclause (2) of Clause 9" and substituting "clauses 9(2) to (5) and 9A";

(7)    in clause 11(8) by:

(a)    inserting after "total area of the mining lease" the words ", any land that may be included in the mining lease pursuant to this Agreement and of any other mining lease granted under or pursuant to this Agreement (as aggregated)";

(b)     inserting "by endorsement" after "thereof in the mining lease"; and


(c)by inserting the following sentence at the end of the clause:

"The Minister may approve, upon application by the Company from time to time, for the total area referred to in this subclause to be increased up to a limit not exceeding 1,000 square kilometres;";

(8)    in clause 11(10) by inserting "or clause 10 as the case may be" before the full stop;

(9)    by inserting after subclause (11) of clause 11 the following new subclauses:

"Blending of iron ore

(12)   (a)     The Company may blend iron ore mined from the mining lease with any:

(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 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.

(b)     The authority given under paragraph (a) is subject to the Minister being reasonably satisfied that there are in place adequate systems and controls for the correct apportionment of the quantities of iron ore being blended as between each of the sources referred to in paragraph (a), which systems and controls monitor production, processing, transportation, stockpiling and shipping of all such iron ore. If at any time the Minister ceases to be so satisfied he may, after consulting the Company and provided the Company has not within three (3) months after the commencement of such consultation addressed the matters of concern to the Minister to his satisfaction, by notice in writing to the Company suspend the above authority in respect of the relevant blending arrangements until he is again satisfied in terms of this paragraph (b).

(c)     If any blending of iron ore occurs as contemplated by this subclause, then for the purposes of clauses 12(2) and (3)(a), a portion of the iron ore so blended being equal to the proportion that the amount of iron ore from the mining lease used in the admixture of iron ore bears to the total amount of iron ore so blended, shall be deemed to be produced from the mining lease.


Shipment of and price for iron ore

(13)   The Company shall during the continuance of this Agreement ship, or procure the shipment of all iron ore mined from the mining lease and sold:

(a)     from a wharf in a loading port which has been constructed under an Integration Agreement; or

(b)     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 for all iron ore from the mining lease the best price possible having regard having regard to market conditions from time to time prevailing provided that iron ore from 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 clause 12(3)(a) 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 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 below.

If required by notice in writing from the Minister, the Company must provide the Minister within 30 days after receiving the notice with evidence that the transaction as included in the return pursuant to paragraph (iii) of the proviso above 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.";

(10)  in clause 12(1) by

(a)     in the definition of "agreed or determined":

(i)     inserting "(following if requested by the Company, consultation with the Company and its consultants in regard thereto)" after "determined by the Minister";

(ii)    deleting "assessed at" and substituting "assessed on"; and


(iii)deleting all the words after "shall have regard to" and substituting a colon followed by:

"(i)     in the case of iron ore initially sold at cost pursuant to the proviso to clause 11(13), the prices for that type of iron ore prevailing at the time the price for such iron ore was agreed between the arm's length purchaser referred to in paragraph (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;";

(b)     in the definition of "deemed f.o.b. point" by inserting "relevant" before "loading port";

(c)     in the definition of "f.o.b. value" by:

(i)     in paragraph (i):

(A)     inserting "subject to paragraph (ii)," before "in the case of";


(B)deleting "assessed at" and substituting "assess on"; and

(C)     inserting "relevant" before each reference to "loading port";

(ii)    renumbering paragraph (ii) as paragraph (iii); and

(iii)   inserting after paragraph (i) the following new paragraph:

"(ii)    in the case of iron ore initially sold at cost pursuant to the proviso to clause 11(13), the price which is payable for the iron ore by the arm's length purchaser as referred to in paragraph (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;";

(11)  after clause 12(1) by deleting the heading "period to 31 December 2010";

(12)  in clause 12(2) by:

(a)     deleting "(a) for the period ending on 31 December 2010";


(b)inserting in paragraph (i) "and on fine ore and pisolite fine ore where such fine ore and pisolite fine ore is not sold or shipped separately as such "after "lump ore";

(c)     inserting in paragraph (ii) "and on pisolite fine ore sold or shipped separately as such" after "fine ore";

(d)     deleting paragraphs (b); and (c); and

(e)     deleting "paragraphs (a) and (b) of" after "PROVIDED HOWEVER"; and

(f)     inserting after paragraph (d) the following new paragraphs:

"(e)    Where beneficiated ore is produced from an admixture of iron ore from the mining lease and iron ore from elsewhere, a portion (and a portion only) of the beneficiated ore so produced being equal to the proportion that the amount of the iron in the iron ore from the mining lease used in the production of that beneficiated ore bears to the total amount of iron in the iron ore so used shall be deemed to be produced from iron ore from the mining lease.

(f)     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.

(g)     The provisions of regulations 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.";

(13)  in clause 12(3) by:

(a)     in paragraph (a):

(i)      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 subclause (2)" after "the due date of the return"; and

(ii)     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 the proviso to clause 11(13), at the price notified pursuant to paragraph (iii) of that proviso;

(ii)    in any other cases invoices or provisional invoices (as the case may be) rendered by the Company to the purchaser (which invoices the Company shall render without delay simultaneously furnishing copies thereof to the Minister) of such iron ore or on the basis of estimates as agreed or determined,

and shall from time to time in the next following appropriate return and payment make (by return and by cash) all such necessary adjustments (and give to the Minister full details thereof) when the f.o.b. value shall have been finally calculated, agreed or determined;";


(b)in paragraph (b) by:

(i)      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"; and

(ii)     inserting "(in whatever form)" after "copies or extracts";

(iii)    inserting "the subject of royalty" before each reference to "hereunder"; and

(c)    by inserting after paragraph (b) the following new paragraph:

"(ba)  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 (b) to enable the exercise of rights by the Minister or the Minister's nominee under paragraph (b), 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."; and

(14)  by inserting after clause 12 the following new clauses:

"Integrated use of works installations or facilities under the Integration Agreements

12A.  (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 11(12)) of:

(A)    iron ore mined from a Mining Act 1978 mining lease located in, or proximate to, the Pilbara region of the said State which is held by a Related Entity alone or with a third party or parties (excluding any mining lease granted pursuant to, or held under, a Government agreement);


(B)with the prior approval of the Minister, iron ore mined in, or proximate to, the Pilbara region of the said State under a Government agreement (excluding an Integration Agreement);

(C)    with the prior approval of the Minister, iron ore mined by a third party from a Mining Act 1978 mining 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;

(b)     make any existing or new works installations or facilities constructed or held under this Agreement available for use (wholly or partly) by another Integration Proponent during the continuance of its Integration Agreement in the activities of that Integration Proponent carried on by it pursuant to its Integration Agreement including, without limitation, as part of those activities, transporting by railway and shipping from a loading port and undertaking any ancillary and incidental activities in doing so (including, without limitation, blending permitted by that Integration Agreement) of:

(i)      iron ore mined from a Mining Act 1978 mining lease located in, or
proximate to, the Pilbara region of the said State which is held by a Related Entity alone or with a third party or parties (excluding any mining lease granted pursuant to, or held under, a Government agreement);

(ii)     with the prior approval of the Minister (as defined in that Integration Agreement), iron ore mined in, or proximate to, the Pilbara region of the said State under a Government agreement (excluding an Integration Agreement);

(iii)    with the prior approval of the Minister (as defined in that Integration Agreement), ore mined by a third party from a Mining Act 1978 mining lease located in, or proximate to, the Pilbara region of the said State (excluding under a Government agreement) which has been purchased by that Integration Proponent from the third party;

(iv)    iron ore mined under an Integration Agreement;

(c)     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)     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 this Agreement for the supply of electricity permitted to be made under an Integration Agreement.

(2)     (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 9 and 9A or clauses 10 or 12C 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 port or to establish harbour or port works installations or facilities; 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 contemplated by subclauses (1)(a), (1)(b) or (1)(c) or as permitted by clause 12C; 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 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 9A, 10 and 12C, 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.

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 32.

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)    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 32 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 and 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 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

12B.  (1)    For the purposes of this clause "Relevant Infrastructure" means any works installations or facilities (as defined in clause 12A(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):

(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

(d)     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).

(2)    The Company may as an additional proposal pursuant to clause 9 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 9A 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 38(l) and while such notice remains unsatisfied.

Miscellaneous Licences for Railways

12C.  (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 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 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 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)     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 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 37 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 35, any agreement made pursuant to paragraph (a) before such date is extended or varied shall unless the Minister notifies the Company otherwise be deemed to be at an end and neither party shall have any claim against the other in respect of it.


(c)The Company acknowledges that it shall be responsible for liaising with every title holder in respect of the land affected and for obtaining in a form and substance acceptable to the Minister all unconditional and irrevocable consents of each such title holder to, and all statutory consents required in respect of the land affected for:

(i)      the grant of the Special Railway Licence for the construction, operation and maintenance within the Railway Corridor of the Railway, access roads and Additional Infrastructure (if any) to be within the Railway Corridor; and

(ii)     the grant of Lateral Access Road Licences for the construction, use and maintenance of Lateral Access Roads over the routes for the Lateral Access Roads agreed pursuant to paragraph (a); and

(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)   (a)     The Company shall, subject to the EP Act, the provisions of this Agreement, agreement at that time subsisting in respect of the matters required to be agreed pursuant to subclause 3(a), submit to the Minister by the latest date applying under subclause (2)(c) to the fullest extent reasonably practicable its detailed proposals (including plans where practicable and specifications where reasonably required by the Minister and any other details normally required by a local government in whose area any works are to be situated) with respect to the undertaking of the relevant Railway Operation, which proposals shall include the location, area, layout, design, materials and time program for the commencement and completion of construction or the provision (as the case may be) of each of the following matters namely:

(i)      the Railway including fencing (if any) and crossing places within the Railway Corridor;

(ii)     Additional Infrastructure (if any) within the Railway Corridor;

(iii)    temporary accommodation and ancillary temporary facilities for the railway workforce on, or in the vicinity of, the Railway Corridor and housing and other appropriate facilities elsewhere for the Company’s workforce;

(iv)    water supply;

(v)     energy supplies;

(vi)    access roads within the Railway Corridor and Lateral Access Roads both along the routes for those roads agreed between the Minister and the Company pursuant to subclause 3(a);

(vii)   any other works, services or facilities desired by the Company; and

(viii)   use of local labour, professional services, manufacturers, suppliers contractors and materials and measures to be taken with respect to the engagement and training of employees by the Company, its agents and contractors.

(b)     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)      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 9A shall apply mutatis mutandis to detailed proposals submitted under this subclause.

Additional Railway Proposals

(5)   (a)     If the Company at any time during the currency of a Special Railway Licence desires to construct a Railway spur line (connecting to the Railway the subject of that Special Railway Licence) or desires to significantly modify, expand or otherwise vary its activities within the land the subject of the Special Railway Licence that are the subject of this Agreement and that may be carried on by it pursuant to this Agreement (other than by the construction of a Railway spur line) beyond those activities specified in any approved proposals for that Railway, it shall give notice of such desire to the Minister and furnish to the Minister with that notice an outline of its proposals in respect thereto (including, without
limitation, such matters mentioned in subclause (4)(a) as are relevant or as the Minister otherwise requires).

(b)     If the notice relates to a Railway spur line, or to the construction of Train Loading Infrastructure or Train Unloading Infrastructure on land outside the then Railway Corridor, the Minister shall within one month of receipt of such notice advise the Company whether or not he approves 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 9A shall mutatis mutandis apply to detailed proposals submitted pursuant to this subclause.

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)      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 Second 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

(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 Third 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 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.

(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.

(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)      in section 91(1) by:

(A)    deleting "the mining registrar or the warden, in accordance with section 42 (as read with section 92)" and substituting "the Minister";

(B)    deleting "any person" and substituting "the Company (as defined in the agreement ratified by and scheduled to the Iron Ore (Yandicoogina) Agreement Act 1996, 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 12C(6)(a)(i), clause 12C(6)(a)(ii) or clause 12C(6)(b), of the agreement ratified by and scheduled to the Iron Ore (Yandicoogina) Agreement Act 1996, 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 ratified by and scheduled to the Iron Ore (Yandicoogina) Agreement Act 1996, as from time to time added to, varied or amended";

(iii)    by deleting sections 91(6), 91(9), 91(10) and 91B;

(iv)    in section 92, by deleting "Sections 41, 42, 44, 46, 46A, 47 and 52 apply," and inserting "Section 46A (excluding in subsection (2)(a) "the mining registrar, the warden or") applies," and by deleting "in those provisions" and inserting "in that provision";

(v)     by deleting the full stop at the end of the section 94(1) and inserting, "except to the extent otherwise provided in, or to the extent that such terms and conditions are inconsistent with, the agreement ratified by and scheduled to the Iron Ore (Yandicoogina) Agreement Act 1996, as from time to time added to, varied or amended";

(vi)    by deleting sections 94(2), (3) and (4);


(vii)in section 96(1), by inserting after "miscellaneous licence" the words "(not being a miscellaneous licence granted pursuant to the agreement ratified by and scheduled to the Iron Ore (Yandicoogina) Agreement Act 1996, 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 ratified by and scheduled to the Iron Ore (Yandicoogina) Agreement Act 1996,, 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.

(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)     Subject to and in accordance with approved proposals, the Rail Safety Act and the grant of the relevant Special Railway Licence and any associated Lateral Access Road Licences the Company shall in a proper and workmanlike manner and in accordance with recognised standards for railways of a similar nature operating under similar conditions construct the Railway and associated Additional Infrastructure and access roads within the Railway Corridor and shall also construct inter alia any necessary sidings, crossing points,
bridges, signalling switches and other works and appurtenances and provide for crossings and (where appropriate and required by the Minister) grade separation or other protective devices including flashing lights and boom gates at places where the Railway crosses or intersects with major roads or existing railways.

(b)     The Company shall while the holder of a Special Railway Licence:

(i)      keep the Railway the subject of that licence in an operable state; and

(ii)     ensure that the Railway the subject of that licence is operated in a safe and proper manner in compliance with all applicable laws from time to time; and

(iii)    without limiting subparagraph (ii) ensure that the obligations imposed under the Rail Safety Act on an owner and an operator (as those terms are therein defined) are complied with in connection with the Railway the subject of that licence.

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 12B, 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 26 but subject to clause 12B) 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.

(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 12B, 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 20(3) and (4) 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 ratified by and scheduled to the Iron Ore (Yandicoogina) Agreement Act 1996, as from time to time added to, varied or amended in relation to the use or proposed use of land pursuant to clause 12C of that agreement after and in accordance with approved proposals under clause 12C 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 12C(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 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

(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.

(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.";

(15)  In clause 17 by deleting the full stop at the end of paragraph (b), substituting "; and" and the following new paragraph:

"(c)    for the purpose of supply to:

(i)      "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;

(ii)     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

(iii)    with the prior approval of the Minister, "the Company" or "the Joint Venturers" as the case
may be as defined in, and for the purpose of, aGovernment 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,

and to the extent determined by the Minister generate transmit and supply electricity.";

(16)  deleting clause 20(5);

(17)  by inserting after subclause (2) of clause 21 the following new subclause:

"(2a) The provisions of subclause (1) of this clause shall not operate 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 required by laws relating to native title to enable that grant or variation to proceed, have been completed.";

(18)   by deleting subclause (7) of clause 23 and substituting the following new subclause:

"(7)   For the purposes of subclause (6) "alternate project" means:

(a)     a project to establish and operate within the said State plant for the production of metallised agglomerates;

(b)    a project to establish and operate within the said State plant which processes and adds value to minerals mined in the said State; or

(c)    any other project within the said State which the Minister approves as providing as equivalent benefits to the State to a project to establish and operate within the said State plant for the production of metallised agglomerates,


to be undertaken by:

(d)     the Company (excluding a project referred to in paragraph (a)): or

(e)     a related body corporate or related bodies corporate (within the meaning of the Corporations Act 2001 (Cwth) of the Company solely or in conjunction with the Company; or

(f)     a joint venture in which the Company or its related body corporate has a majority participating interest; or

(g)     any other third person or persons which the Company and the Minister accept as having the requisite financial and technical capacity and expertise to undertake solely, or in conjunction with the Company, the relevant project referred to in paragraph (a), (b) or (c).";

(19)   by inserting the following sentence at the end of clause 31:

"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 12A.";

(20)   in clause 32(3)(a) by inserting "or held pursuant to this Agreement" after "under or pursuant to this Agreement";

(21)   in clause 33(1) by inserting "or held pursuant hereto" after "under or pursuant to this Agreement";

(22)   in clause 38(1)(a)(i) by inserting "granted under or pursuant to this Agreement or held pursuant to this Agreement" after "easement or other title";


(23)in clause 38(4) by deleting "occupied by the Company" and substituting "the subject of any lease licence on other title granted under or pursuant to this Agreement or held pursuant to the Agreement";

(24)   in clause 39(1)(a) by inserting "or held pursuant hereto" after "granted hereunder or pursuant hereto";

(25)   in clause 39(2) by inserting "or held pursuant hereto" after made under or pursuant to this Agreement"; and

(25)   by inserting after the Schedule the following new schedules:


" SECOND SCHEDULE

WESTERN AUSTRALIA

IRON ORE (YANDICOOGINA) AGREEMENT ACT 1996

MINING ACT 1978

MISCELLANEOUS LICENCE FOR A RAILWAY AND OTHER PURPOSES

No.            MISCELLANEOUS LICENCE [ ]

WHEREAS by the Agreement (hereinafter called "the Agreement") ratified by and scheduled to the Iron Ore (Yandicoogina) Agreement Act 1996, 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 12C(1) of the Agreement and otherwise as provided in the Agreement) and, if applicable, other purposes AND WHEREAS the Company pursuant to clause 12C(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 (Yandicoogina) Agreement Act 1996, 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 12C(1) of the Agreement) and access roads to be located on the land the subject of this licence in accordance with the provisions of the Agreement and proposals approved under the Agreement, for the term of 50 years from the date hereof (subject to the sooner determination of the term upon the determination of the Agreement) and upon and subject to the terms covenants and conditions set out in the Agreement and the Mining Act 1978 as it applies to this licence, and any amendments to the Agreement and the Mining Act 1978 from time to time and to the terms and conditions (if any) now or hereafter endorsed hereon and the payment of rentals in respect of this licence in accordance with clause 12C(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 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 12C(6)(h) or clause 12C(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 12C(6)(h) of the Agreement for the purpose of such construction down to a maximum of 100 metres in width or as otherwise approved by the Minister (as defined in the Agreement) for the safe operation of that Railway spur line or expansion or extension thereof as the case may be then constructed or approved for construction under approved proposals.

3.           [Any further conditions which the Minister for Mines may, consistent with the provisions of the Agreement, determines and thereafter impose in respect of this licence including during the term of the Agreement.]


SCHEDULE

Land description

Locality:

Mineral Field

Area:

DATED at Perth this day of .

MINISTER FOR MINES


THIRD SCHEDULE

WESTERN AUSTRALIA

IRON ORE (YANDICOOGINA) AGREEMENT ACT 1996

MINING ACT 1978

MISCELLANEOUS LICENCE FOR A LATERAL ACCESS ROAD

No.            MISCELLANEOUS LICENCE [ ]

WHEREAS by the Agreement (hereinafter called "the Agreement") ratified by and scheduled to the Iron Ore (Yandicoogina) Agreement Act 1996, 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 12C(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 (Yandicoogina) Agreement Act 1996, 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 12C(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:

Area:

DATED at Perth this day of .

MINISTER FOR MINES


FOURTH SCHEDULE

WESTERN AUSTRALIA

IRON ORE (YANDICOOGINA) AGREEMENT ACT 1996

MINING ACT 1978

MISCELLANEOUS LICENCE FOR A LATERAL ACCESS ROAD

No.            MISCELLANEOUS LICENCE [ ]

WHEREAS by the Agreement (hereinafter called "the Agreement") ratified by and scheduled tithe Iron Ore (Yandicoogina) Agreement Act 1996, 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 12C(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 (Yandicoogina) Agreement Act 1996, 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 12C(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:

Mineral Field:

Area:

DATED at Perth this day of .

MINISTER FOR MINES              ."

5.     Hamersley confirms that its guarantee in favour of the State as contained in clause 43 of the Principal Agreement shall continue notwithstanding the abovementioned variations to the Principal Agreement.


EXECUTED as a deed.

SIGNED by THE HONOURABLE         )

COLIN JAMES BARNETT                   )            [Signature]

in the presence of:                                      )

[Signature]

STEPHEN WOOD

 

 

THE COMMON SEAL of HAMERSLEY IRON-YANDI PTY. LIMITED ACN 009 181 793 was hereunto affixed by authority of the Directors in the presence of:

)
)
)
)
)



[C.S.]

 

[Signature]

 

ALAN DAVIES

Director

 

 

 

[Signature]

 

HELEN FERNIHOUGH

Secretary

 

 

 

 

THE COMMON SEAL of HAMERSLEY IRON PTY. LIMITED ACN 004 558 276 was hereunto affixed by authority of the Directors in the presence of:

)
)
)
)
)



[C.S.]

 

[Signature]

 

ALAN DAVIES

Director

 

 

 

[Signature]

 

HELEN FERNIHOUGH

Secretary

 

 

Part 7  Iron Ore (Mount Newman) Agreement Act 1964 amended

26.         Act amended

             This Part amends the Iron Ore (Mount Newman) Agreement Act 1964.

27.         Section 2 amended

     (1)    In section 2 insert in alphabetical order:

 

    the Sixth Variation Agreement means the agreement a copy of which is set out in the Seventh Schedule;

 

     (2)    In section 2 in the definition of the Agreement delete “Agreement and the Second Variation Agreement;” and insert:

 

            Agreement, the Second Variation Agreement, the Third Variation Agreement, the Fourth Variation Agreement, the Fifth Variation Agreement, the Iron Ore Agreements Legislation Amendment Act 2010 Part 8 and the Sixth Variation Agreement;

 

28.         Sections 4B and 4C inserted

             After section 4A insert:

 

4B.        Sixth Variation Agreement

    (1)    The Sixth Variation Agreement is ratified.

    (2)    The implementation of the Sixth Variation Agreement is authorised.

    (3)    Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the Sixth Variation Agreement is to operate and take effect despite any other Act or law.

4C.        State empowered under clause 9E(9)(a)

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

 

29.         Seventh Schedule inserted

             After the Sixth Schedule insert:

Seventh Schedule — Sixth Variation Agreement

[s. 2]

2010

 

THE HONOURABLE COLIN JAMES BARNETT

PREMIER OF THE STATE OF WESTERN AUSTRALIA

 

AND

 

BHP BILLITON MINERALS PTY. LTD.

ACN 008 694 782

 

MITSUI-ITOCHU IRON PTY. LTD.

ACN 008 702 761

 

ITOCHU MINERALS & ENERGY OF AUSTRALIA PTY. LTD.

ACN 009 256 259

 

 

IRON ORE (MOUNT NEWMAN) AGREEMENT 1964

RATIFIED VARIATION AGREEMENT

 

 

[Solicitor’s details]

 


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

 

BHP BILLITON MINERALS PTY. LTD. ACN 008 694 782 of Level 17, St Georges Square, 225 St Georges Terrace, Perth, Western Australia, MITSUI-ITOCHU IRON PTY. LTD. ACN 008 702 761 of Level 16, Exchange Plaza, 2 The Esplanade, Perth, Western Australia and ITOCHU MINERALS & ENERGY OF AUSTRALIA PTY. LTD. ACN 009 256 259 of Level 22, 221 St Georges Terrace, Perth, Western Australia (Joint Venturers).

 

RECITALS

A.     The State and the Joint Venturers are now the parties to the agreement dated 26 August 1964 approved by and scheduled to the Iron Ore (Mount Newman) Agreement Act 1964 and as subsequently added to, varied or amended is referred to in this Agreement as the "Principal Agreement".

B.     The State and the Joint Venturers 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 arising out or done or performed or omitted to be done or performed under this Agreement.

4.     The Principal Agreement is varied as follows:

(1)     in clause 1:

(a)    by deleting the existing definitions of "beneficiated ore", "deemed f.o.b. value", "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" means iron ore that has been concentrated or upgraded (otherwise than solely by crushing, screening, separating by hydrocycloning or a similar technology which uses primarily size as a criterion, washing, scrubbing, trommelling or drying or by a combination of 2 or more of those processes) by the Company in a plant constructed pursuant to a proposal approved pursuant to an Integration Agreement or in such other plant as is approved by the Minister after consultation with the Minister for Mines and "beneficiation" and "beneficiate" have corresponding meanings;

"deemed f.o.b. value" means an agreed or determined value of the iron ore as if the iron ore was sold f.o.b. at the deemed f.o.b. point as at:

 

(a)    in the case of iron ore the property of the Company which is shipped out of the said State, the date of shipment; and

(b)    in any other case, the date of sale, transfer of ownership, disposal or use as the case may be;

"fine ore" means iron ore (not being beneficiated ore) which is screened and will pass through a 6.3 millimetre mesh screen;

"Government agreement" has the meaning given in the Government Agreements Act 1979 (WA);

"Integration Agreement" means:

(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

(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;

                  "laws relating to native title" means laws applicable from time to time in the said State in respect of native title and includes the Native Title Act 1993 (Commonwealth);

        “loading port” means:

(a)    the Port of Dampier; or

(b)    Port Walcott; or

(c)    the Port of Port Hedland; or


(d)any other port constructed after the variation date under an Integration Agreement; or

(e)    such other port approved by the Minister at the request of the Company from time to time for the shipment of iron ore from the mineral lease;

"lump ore" means iron ore (not being beneficiated ore) which is screened and will not pass through a 6.3 millimetre mesh screen;

"McCamey's Mineral Lease" has the same meaning as that given to the expression "mineral lease" in the McCamey's Monster Agreement;

"McCamey's Monster Agreement" means the agreement authorised by and as scheduled to the Iron Ore (McCamey's Monster) Agreement Authorisation Act 1972 as subsequently from time to time added to, varied or amended;

"Mining Act 1978" means the Mining Act 1978 (WA);

"Minister for Mines" means the Minister in the Government of the said State for the time being responsible (under whatsoever title) for the administration of the Mining Act and the Mining Act 1978;

"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;

(c)    in the definition of "agreed or determined" by:

(a)     inserting "(following, if requested by the Company, consultation with the Company and its consultants in regard thereto)" after "determined by the Minister";

(b)     deleting "assessed at" and substituting "assessed on"; and

(c)     deleting all the words after "shall have regard to" and substituting:

"(i)     in the case of iron ore initially sold at cost pursuant to paragraph (B) of the proviso to clause 9(2)(e), the prices for that type of iron ore prevailing at the time the price for such iron ore was agreed between the arm's length purchaser referred to in paragraph (B)(iii) of that proviso and the seller in relation to the type of sale and the relevant international seaborne iron ore market into which such iron ore was sold and where prices beyond the deemed f.o.b. point are being considered the deductions mentioned in the definition of f.o.b. value; and

(ii)     in any other case, the prices for that type of iron ore prevailing at the time the price for such iron ore was agreed between the Company and the purchaser in relation to the type of sale and the market into which such
iron ore was sold and where prices beyond the 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 9(2)(e) and (f) also any additional wharf constructed by the Company pursuant to this Agreement" before the semi colon;

(e)    in the definition of "deemed f.o.b. point" by deleting "Company's wharf" and substituting "relevant loading port";

(f)     in the definition of "f.o.b. value" by:

(i)      in paragraph (i):

(A)   inserting "subject to paragraph (ii)," before "in the case of";

(B)   deleting "assessed at" and substituting "assessed on"; and

(C)   deleting the 2 references to "Company's wharf or other wharf approved by the Minister under clause 9(2)(e) as the case may be" and substituting "relevant loading port";

(ii)     renumbering paragraph (ii) as paragraph (iii); and

(iii)    inserting after paragraph (i) the following new paragraph:

"(ii)   in the case of iron ore initially sold at cost pursuant to paragraph (B) of the proviso to clause 9(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;";

(g)    in the definition of "iron ore" by inserting ", without limitation," after "includes";

(h)    in the definition of "mineral lease" by deleting "Clause 9A" and substituting "clauses 9A or 9B";

(i)     in the definition of "secondary processing" by deleting "concentration or other beneficiation of iron ore other than by crushing or screening" and substituting "beneficiation of iron ore";

(j)     in the sentence beginning "marginal notes" by inserting "and clause headings after "marginal notes"; and

(k)    by inserting at the end of clause 1 the following new paragraphs:

"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:

(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).";

(2)     in clause 6A:

(a)    by inserting in its heading "for townsites" after "Additional Proposals"; and

(b)    by deleting subclauses (2) and (3) and substituting the following new subclause:

"(2)   The provisions of clauses 7A(2) to (5) and 7B shall apply mutatis mutandis to proposals submitted pursuant to subclause (1).";

(3)     by inserting after clause 7 the following new clauses:

"Additional Proposals

7A.   (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 clauses 6A, 9A or 9E) beyond those activities specified in any proposals approved pursuant to clause 6 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 covered by such notice and such of the other matters mentioned in clause 5(2)(a) 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 7B, 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 7A

7B.   (1)    In respect of each proposal pursuant to subclause (1) of clause 7A the Minister shall:

(a)    subject to the limitations set out below, refuse to approve the proposal (whether it requests the grant of 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 7A(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)     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 9C for the purpose of that clause) as contemplated by clause 9C. It may not be so exercised in respect of a proposal if pursuant to clause 7C(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 7C(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 7C(5) in respect of that single preferred development.

                  (2)    The Minister shall within 2 months after receipt of proposals pursuant to clause 7A(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.

(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 20, the Minister may during the implementation of approved proposals approve variations to those proposals

Notification of possible proposals

7C.    (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 clause 9C) 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 9C for the purpose of that clause) as contemplated by clause 9C.


(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

(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)    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:

(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)    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.";

(4)    in clause 8(1)(b):

(a)    by in the first paragraph, deleting "clause 6 hereof or under clause 6A hereof" and substituting "clauses 6, 6A, 7B or 9A"; and

(b)    in subparagraph (i) by:

(i)      inserting "or cause to be granted" after "grant";

(ii)     in the paragraph beginning "for nominal consideration" by deleting "the harbour area";

(iii)    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 Port Hedland; and";

(iv)    inserting "the Port Authorities Act 1999 (WA)" after "the Jetties Act, 1926"; and

(v)     inserting "installations or facilities" after "as the Company reasonably requires for its works";

(5)    by inserting after clause 8(3A) the following new clause:


"(3B)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.";

(6)    in clause 8A:

(a)    by deleting "Joint Venturers a lease" and substituting "Company an extension of the lease granted to it"; and

(b)    by deleting "the agreement ratified by the Iron Ore Direct Reduced Iron (BHP) Agreement Act 1996" and substituting "this Agreement";

(7)    by deleting paragraph (e) of clause 9(2) and substituting the following new paragraphs:

"(e)   ship, or procure the shipment of, all iron ore mined from the mineral lease and all iron ore referred to in clause 9(2)(ja) and (in each case) sold;

(i)      from the Company's wharf;

(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:


(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;

(B)   iron ore from the mineral lease may be sold by the Company prior to or at the time of the shipment under this Agreement at a price equal to the production costs in respect of that iron ore up to the point of sale, if:

(i)     the Minister is notified before the time of shipment that the sale is to be made at cost, providing details of the proposed sale; and

(ii)    the Minister is notified of the proposed arm's length purchaser in the relevant international seaborne iron ore market of the iron ore the subject of the proposed sale at cost; and

(iii)    there is included in the return lodged pursuant to 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 when the sale was agreed between the arm's length purchaser and the seller; and

(iv)   the arm's length purchaser referred to in paragraph (iii) above is not then a designated purchaser as referred to in subclause (2)(ea);

       Designated purchaser

       (ea)   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;";

(8)    in clause 9(2)(j) by inserting the following paragraphs after subparagraph (iv):

"Where beneficiated ore is produced from an admixture of iron ore from the mineral lease and iron ore from elsewhere, a portion (and a portion only) of the beneficiated ore so produced being equal to the proportion that the amount of the iron in the iron ore from the mineral lease used in the production of that beneficiated ore bears to the total amount of iron in the iron ore so used shall be deemed to be produced from iron ore from the mineral lease.

Where for the purpose of determining f.o.b. value it is necessary to convert an amount or price to Australian currency, the conversion is to be calculated using a rate (excluding forward hedge or similar contract rates) that has been approved by the Minister at the request of the Company and in the absence of such request as determined by the Minister to be a reasonable rate for the purpose.

The provisions of regulation 85AA (Effect of GST etc on royalties) of the Mining Regulations 1981 (WA) shall apply mutatis mutandis to the calculation of royalties under this clause.";


(9)by inserting after paragraph (j) of clause 9(2) the following new paragraph:

"(ja)  pay to the State royalty on all iron ore mined from the McCamey's Mineral Lease purchased, shipped and sold by the Company (other than iron ore shipped solely for testing purposes and in respect of which no purchase price or other consideration is payable or due) at the rates from time to time specified in paragraph (j) and otherwise in accordance with this Agreement as if such iron ore were iron ore mined from the mineral lease;"

(10)   in clause 9(2)(k) 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 "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, 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 or on the basis of estimates as agreed or determined,

and shall from time to time in the next following appropriate return and payment make (by the return and by cash) all such necessary adjustments (and give to the
Minister full details thereof) when the f.o.b. value shall have been finally calculated, agreed or determined;";

(11)  in clause 9(2)(n) 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 "the subject of royalty" before "hereunder" where it appears both times; and

(c)    inserting "(in whatever form)" after "copies or extracts";

(12)  by deleting the fullstop after paragraph (n) of clause 9(2) and substituting a semi colon followed by the following new paragraph:

"(o)   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.";

(13)  by inserting after subclause (3) of clause 9 the following new subclause:

"Blending of iron ore

(4)    (a)     The Company may blend iron ore mined from the mineral lease with any:

(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 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.

(b)     The authority given under paragraph (a) is subject to the Minister being reasonably satisfied that there are in place adequate systems and controls for the correct apportionment of the quantities of iron ore being blended as between each of the sources referred to in paragraph (a), which systems and controls monitor production, processing, transportation, stockpiling and shipping of all such iron ore. If at any time the Minister ceases to be so satisfied he may, after consulting the Company and provided the Company has not within three (3) months after the commencement of such consultation addressed the matters of concern to the Minister to his satisfaction, by notice in writing to the Company suspend the above authority in respect of the relevant blending arrangements until he is again satisfied in terms of this paragraph (b).


(c)If any blending of iron ore occurs as contemplated by this subclause, then for the purposes of paragraphs (j) and (k) of subclause (2) of this clause, a portion of the iron ore so blended being equal to the proportion that the amount of iron ore from the mineral lease used in the admixture of iron ore bears to the total amount of iron ore so blended shall be deemed to be produced from the mineral lease.";

(14)  in clause 9A(11) by deleting the last 2 sentences of paragraph (a) and substituting:

"The provisions of clauses 7A(2) to (5) and 7B shall apply mutatis mutandis to proposals submitted pursuant to this subclause.";

(15)  in clause 9A(12) by deleting "subclauses (5), (6), (7), (8), (10) and (11)" in paragraph (d) and substituting "clause 7B and subclause (11)" ;

(16)  by inserting after clause 9A the following new clauses:

"9B. (1)     Notwithstanding the provisions of the Mining Act or the Mining Act 1978 the Company may from time to time during the currency of this Agreement apply to the Minister for areas held by the Company or an associated company under a mining tenement granted under the Mining Act 1978 to be included in the mineral lease but so that the total area of the mineral lease, any land that may be included in the mineral lease pursuant to this Agreement and of any other mineral lease or mining lease granted under or pursuant to this Agreement (as aggregated) shall not at any time exceed 777 square kilometres. The Minister shall confer with the Minister for Mines in regard to any such application and if they approve the application the Minister for Mines shall upon the surrender of the relevant mining tenement include the area the subject thereof in the mineral lease by endorsement subject to such of the conditions of the surrendered mining tenement as the Minister for
Mines determines but otherwise subject to the same terms covenants and conditions as apply to the mineral lease (with such apportionment of rents as is necessary) and notwithstanding that the survey of such additional land has not been completed but subject to correction to accord with the survey when completed at the Company’s expense.


(2)The Minister may approve, upon application by the Company from time to time, for the total area referred to in subclause (1) to be increased up to a limit not exceeding 1,000 square kilometres.

(3)     The Company shall not mine or carry out other activities (other than exploration, bulk sampling and testing) on any area 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 area 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 7A.

Integrated use of works installations or facilities under the Integration Agreements

9C.   (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 9(4)) of:

(A)   iron ore mined from a Mining Act 1978 mining lease located in, or proximate to, the Pilbara region of the said State which is held by a Related Entity alone or with a third party or parties (excluding any mining lease granted pursuant to, or held under, a Government agreement);

(B)    with the prior approval of the Minister, iron ore mined in, or proximate to, the Pilbara region of the said State under a Government agreement (excluding an Integration Agreement);

(C)    with the prior approval of the Minister, iron ore mined by a third party from a Mining Act 1978 mining 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;

(b)    make any existing or new works installations or facilities constructed or held under this Agreement available for use (wholly or partly) by another Integration Proponent during the continuance of its Integration Agreement in the activities of that Integration Proponent carried on by it pursuant to its Integration Agreement including, without limitation, as part of those activities, transporting by railway and shipping from a loading port and undertaking any ancillary and incidental activities in doing so (including, without limitation, blending permitted by that Integration Agreement) of:

(i)     iron ore mined from a Mining Act 1978 mining lease located in, or proximate to, the Pilbara region of the said State which is held by a Related Entity alone or with a third party or parties (excluding any mining lease granted pursuant to, or held under, a Government agreement);

(ii)     with the prior approval of the Minister (as defined in that Integration Agreement), iron ore mined in, or proximate to, the Pilbara region of the said State under a Government agreement (excluding an Integration Agreement);

(iii)    with the prior approval of the Minister (as defined in that Integration Agreement), iron ore mined by a third
party from a Mining Act 1978 mining lease located in, or proximate to, the Pilbara region of the said State (excluding under a Government agreement) which has been purchased by that Integration Proponent from the third party;

(iv)    iron ore mined under an Integration Agreement;

(c)    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)    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 this Agreement for the supply of electricity permitted to be made under an Integration Agreement.

(2)     (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 6A, 7A and 7B, 9A or 9E 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 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 Port Hedland within the boundaries of the Port of Port Hedland; 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 contemplated by subclauses (1)(a), (1)(b) or (1)(c) or as permitted by clause 9E; 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 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 6A, 7B, 9A or 9E 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.

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 19.

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)    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 19 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 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

9D.   (1)    For the purposes of this clause "Relevant Infrastructure" means any works installations or facilities (as defined in clause 9C(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):

(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

(d)    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).


(2)The Company may as an additional proposal pursuant to clause 7A 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 7B 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 10(l) and while such notice remains unsatisfied.";


Miscellaneous Licences for Railways

9E.  (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 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 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 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)    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 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 24 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 23, any agreement made pursuant to paragraph (a) before such date is extended or varied shall unless the Minister notifies the Company otherwise be deemed to be at an end and neither party shall have any claim against the other in respect of it.

(c)    The Company acknowledges that it shall be responsible for liaising with every title holder in respect of the land affected and for obtaining in a form and substance acceptable to the Minister all unconditional and irrevocable consents of each such title holder to, and all statutory consents required in respect of the land affected for:

(i)     the grant of the Special Railway Licence for the construction, operation and maintenance within the Railway Corridor of the Railway, access roads and Additional Infrastructure (if any) to be within the Railway Corridor; and

(ii)     the grant of Lateral Access Road Licences for the construction, use and maintenance of Lateral Access Roads over the routes for the Lateral Access
Roads agreed pursuant to paragraph (a); and

(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)     (a)    The Company shall, subject to the EP Act, the provisions of this Agreement, agreement at that time subsisting in respect of the matters required to be agreed pursuant to subclause 3(a), submit to the Minister by the latest date applying under subclause (2)(c) to the fullest extent reasonably practicable its detailed proposals (including plans where practicable and specifications where reasonably required by the Minister and any other details normally
required by a local government in whose area any works are to be situated) with respect to the undertaking of the relevant Railway Operation, which proposals shall include the location, area, layout, design, materials and time program for the commencement and completion of construction or the provision (as the case may be) of each of the following matters namely:

(i)     the Railway including fencing (if any) and crossing places within the Railway Corridor;

(ii)     Additional Infrastructure (if any) within the Railway Corridor;

(iii)    temporary accommodation and ancillary temporary facilities for the railway workforce on, or in the vicinity of, the Railway Corridor and housing and other appropriate facilities elsewhere for the Company’s workforce;

(iv)    water supply;

(v)    energy supplies;

(vi)    access roads within the Railway Corridor and Lateral Access Roads both along the routes for those roads agreed between the Minister and the Company pursuant to subclause 3(a);

(vii)   any other works, services or facilities desired by the Company; and

(viii)  use of local labour, professional services, manufacturers, suppliers contractors and materials and measures to be taken with
respect to the engagement and training of employees by the Company, its agents and contractors.

(b)    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)     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 7B shall apply mutatis mutandis to detailed proposals submitted under this subclause.

Additional Railway Proposals

(5)     (a)    If the Company at any time during the currency of a Special Railway Licence desires to construct a Railway spur line (connecting to the Railway the subject of that Special Railway Licence) or desires to significantly modify, expand or otherwise vary its activities within the land the subject of the Special Railway Licence that are the subject of this Agreement and that may be carried on by it pursuant to this Agreement (other than by the construction of a Railway spur line) beyond those activities specified in any approved proposals for that Railway, it shall give notice of such desire to the Minister and furnish to the Minister with that notice an outline of its proposals in respect thereto (including, without limitation, such matters mentioned in subclause (4)(a) as are relevant or as the Minister otherwise requires).


(b)If the notice relates to a Railway spur line, or to the construction of Train Loading Infrastructure or Train Unloading Infrastructure on land outside the then Railway Corridor, the Minister shall within one month of receipt of such notice advise the Company whether or not he approves 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 7B shall mutatis mutandis apply to detailed proposals submitted pursuant to this subclause.

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)     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 Second 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

(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 Third 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 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.

(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 1978 in respect of stone, sand, clay and gravel which the Company is permitted by subparagraph (i) to obtain from the land the subject of the Special Railway Licence.

(g)    For the purposes of this Agreement and without limiting the operation of paragraphs (a) to (f) inclusive above, the application of the Mining Act 1978 and the regulations made thereunder are specifically modified;

(i)     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 (Mount Newman) Agreement Act 1964, 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 9E(6)(a)(i), clause 9E(6)(a)(ii) or clause 9E(6)(b), of 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";

(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 (Mount Newman) Agreement Act 1964, as from time to time added to, varied or amended";

(iii)    by deleting sections 91(6), 91(9), 91(10) and 91B;

(iv)    in section 92, by deleting "Sections 41, 42, 44, 46, 46A, 47 and 52 apply," and inserting "Section 46A (excluding in subsection (2)(a) "the mining registrar, the warden or") applies," and by deleting "in those provisions" and inserting "in that provision";

(v)    by deleting the full stop at the end of the section 94(1) and inserting, "except to the extent otherwise provided in, or to the extent that such terms and conditions are inconsistent with, the agreement approved by and scheduled to the Iron Ore (Mount Newman) Agreement Act 1964, 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 (Mount Newman) Agreement Act 1964, 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 (Mount Newman) Agreement Act 1964, 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.

(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)    Subject to and in accordance with approved proposals, the Rail Safety Act and the grant of the relevant Special Railway Licence and any associated Lateral Access Road Licences the Company shall in a proper and workmanlike manner and in accordance with recognised standards for railways of a similar nature operating under similar conditions construct the Railway and associated Additional Infrastructure and access roads within the Railway Corridor and shall also construct inter alia any necessary sidings, crossing points, bridges, signalling switches and other works and appurtenances and provide for crossings and (where appropriate and required by the Minister) grade separation or other protective devices including flashing lights and boom gates at places where the Railway crosses or intersects with major roads or existing railways.


(b)The Company shall while the holder of a Special Railway Licence:

(i)     keep the Railway the subject of that licence in an operable state; and

(ii)     ensure that the Railway the subject of that licence is operated in a safe and proper manner in compliance with all applicable laws from time to time; and

(iii)    without limiting subparagraph (ii) ensure that the obligations imposed under the Rail Safety Act on an owner and an operator (as those terms are therein defined) are complied with in connection with the Railway the subject of that licence.

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 9D, 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 10(j) but subject to clause 9D) 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.

(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 9D, 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 9(2)(a) and (3) regarding third party access as well as the proviso to clause 9(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 (Mount Newman) Agreement Act 1964, as from time to time added to, varied or amended in relation to the use or proposed use of land pursuant to clause 9E of that agreement after and in accordance with approved proposals under clause 9E 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 9E(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 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

(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.

(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";

(17)  by inserting after paragraph (a) of clause 10 the following new paragraph:

"(aa)  the purposes for which the Company may in accordance with paragraph (a) generate transmit and supply electricity shall, without limiting paragraph (a), include the purpose of supply to:

(i)        "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;

(ii)       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

(iii)      with the prior approval of the Minister, "the Company" or "the Joint Venturers" as the 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;";

(18)  in clause 10(d)(i) by inserting "or held pursuant hereto" after "granted hereunder or pursuant hereto";

(19)  in clause 10(e) by:

        (a)     inserting "or pursuant hereto" after "easement granted hereunder"; and

        (b)     inserting "or held pursuant hereto" after "under clause 19 hereof";

(20)  in clause 10(l) by:

        (a)     inserting "granted under or pursuant to this Agreement or held pursuant to this Agreement" after "licence or other title";

        (b)     inserting "or held pursuant hereto" after the 2 references to "granted hereunder or pursuant hereto"; and

        (c)     deleting "occupied by the Company" and substituting "the subject of any lease, licence, easement or other title granted under or pursuant to this Agreement or held pursuant to this Agreement";

(21)   by inserting the following new sentence at the end of clause 18:

        "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 9C.";


(22)in clause 20(1) by inserting "or held pursuant hereto" after "granted hereunder or pursuant hereto";

(23)  by deleting clause 28; and

(24)       by inserting after the Schedule the following new schedules:

"SECOND SCHEDULE

WESTERN AUSTRALIA

IRON ORE (MOUNT NEWMAN) AGREEMENT ACT 1964

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 (Mount Newman) Agreement Act 1964, 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 9E(1) of the Agreement and otherwise as provided in the Agreement) and, if applicable, other purposes AND WHEREAS the Company pursuant to clause 9E(6)(a) of the Agreement has made application for the said licence;

NOW in consideration of the rents reserved by and the provisions of the Agreement and in pursuance of the Iron Ore (Mount Newman) Agreement Act 1964, 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 9E(1) of the Agreement) and access roads to be located on the land the subject of this licence in accordance with the provisions of the Agreement and proposals approved under the Agreement, for the term of 50 years from the date hereof (subject to the sooner determination of the term upon the determination of the Agreement) and upon and subject to the terms covenants and conditions set out in the Agreement and the Mining Act 1978 as it applies to this licence, and any amendments to the Agreement and the Mining Act 1978 from time to time and to the terms and conditions (if any) now or hereafter endorsed hereon and the payment of rentals in respect of this licence in accordance with clause 9E(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 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 9E(6)(h) or clause 9E(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 9E(6)(h) of the Agreement for the purpose of such construction down to a maximum of 100 metres in width or as otherwise approved by the Minister (as defined in the Agreement) for the safe operation of that Railway spur line or expansion or extension thereof as the case may be then constructed or approved for construction under approved proposals.

3.           [Any further conditions which the Minister for Mines may, consistent with the provisions of the Agreement, determines and thereafter impose in respect of this licence including during the term of the Agreement.]

SCHEDULE

Land description

Locality:

Mineral Field

Area:

DATED at Perth this day of .

MINISTER FOR MINES


THIRD SCHEDULE

WESTERN AUSTRALIA

IRON ORE (MOUNT NEWMAN) AGREEMENT ACT 1964

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 (Mount Newman) Agreement Act 1964, 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 9E(6)(a)(ii) of the Agreement has made application for the said licence;

NOW in consideration of the rents reserved by and the provisions of the Agreement and in pursuance of the Iron Ore (Mount Newman) Agreement Act 1964, 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 9E(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:

Area:

DATED at Perth this day of .

MINISTER FOR MINES


FOURTH SCHEDULE

WESTERN AUSTRALIA

IRON ORE (MOUNT NEWMAN) AGREEMENT ACT 1964

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 (Mount Newman) Agreement Act 1964, 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 9E(6)(b) of the Agreement has made application for the said licence;

NOW in consideration of the rents reserved by and the provisions of the Agreement and in pursuance of the Iron Ore (Mount Newman) Agreement Act 1964, 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 9E(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:

Mineral Field:

Area:

DATED at Perth this day of .

MINISTER FOR MINES              ".


EXECUTED as a deed.

SIGNED by THE HONOURABLE         )

COLIN JAMES BARNETT                   )            [Signature]

in the presence of:                                      )

[Signature]

STEPHEN WOOD

EXECUTED by BHP BILLITON           )

MINERALS PTY. LTD. ACN 008 694    )

782 in accordance with section 127(1) of      )

the Corporations Act                                  )

 

[Signature]

 

[Signature]

Signature of Director

 

Signature of Director/Company Secretary

 

STEWART HART

 

ROBIN B LEES

Name of Director

 

Name of Director/Company Secretary

EXECUTED by MITSUI-ITOCHU        )

IRON PTY. LTD. ACN 008 702 761         )

in accordance with section 127(1)                )

of the Corporations Act                               )

 

[Signature]

 

[Signature]

Signature of Director

 

Signature of Director/Company Secretary

 

RYUZO NAKAMURA

 

GAVIN PETER PATTERSON

Name of Director

 

Name of Director/Company Secretary

 


Signed by Shuzaburo Tsuchihashi as)

attorney for ITOCHU MINERALS &      )

ENERGY OF AUSTRALIA PTY.           )

LTD. ACN  009 256 259 under power        )

of attorney dated 12 November 2010           )

in the presence of:                                      )

 

[Signature]

 

[Signature]

Signature of witness

 

Shuzaburo Tsuchihashi

 

YASUSHI FUKUMURA

 

Name of witness (print)

 

 

Part 8  Iron Ore (Mount Goldsworthy) Agreement Act 1964 amended

30.         Act amended

             This Part amends the Iron Ore (Mount Goldsworthy) Agreement Act 1964.

31.         Section 3 amended

     (1)    At the end of section 3 insert:

 

    the fourth Variation Agreement means the agreement a copy of which is set out in the Fifth Schedule.

 

     (2)    In section 3 in the definition of the third Variation Agreement delete “Schedule.” and insert:

 

             Schedule;

 

32.         Sections 5B and 5C inserted

             After section 5A insert:

 

5B.        Fourth Variation Agreement

    (1)    The fourth Variation Agreement is ratified.

    (2)    The implementation of the fourth Variation Agreement is authorised.

    (3)    Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the fourth Variation Agreement is to operate and take effect despite any other Act or law.

5C.        State empowered under clause 9E(9)(a)

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

 

33.         Fifth Schedule inserted

             After the Fourth Schedule insert:

Fifth Schedule — Fourth Variation Agreement

[s. 3]

2010

THE HONOURABLE COLIN JAMES BARNETT

PREMIER OF THE STATE OF WESTERN AUSTRALIA

AND

BHP BILLITON MINERALS PTY. LTD.

ACN 008 694 782

MITSUI IRON ORE CORPORATION PTY. LTD.

ACN 050 157 456

ITOCHU MINERALS & ENERGY OF AUSTRALIA PTY. LTD.

ACN 009 256 259

___________________________________________________________

IRON ORE (MOUNT GOLDSWORTHY) AGREEMENT 1964

RATIFIED VARIATION AGREEMENT

___________________________________________________________

[Solicitor’s details]


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

BHP BILLITON MINERALS PTY. LTD. ACN 008 694 782 of Level 17, St Georges Square, 225 St Georges Terrace, Perth, Western Australia, MITSUI IRON ORE CORPORATION PTY. LTD. ACN 050 157 456 of Level 16, Exchange Plaza, 2 The Esplanade, Perth, Western Australia and ITOCHU MINERALS & ENERGY OF AUSTRALIA PTY. LTD. ACN 009 256 259 of Level 22, Forrest Centre, 221 St Georges Terrace, Perth, Western Australia (Joint Venturers).

 

RECITALS

A.     The State and the Joint Venturers are now the parties to the agreement dated 15 October 1964 approved by and scheduled to the Iron Ore (Mount Goldsworthy) Agreement Act 1964 and which as subsequently added to, varied or amended is referred to in this Agreement as the "Principal Agreement".

B.          The State and the Joint Venturers 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 otherwise agree this Agreement shall cease and determine and neither party shall have any claim against the other party with respect to any matter or thing arising out of or done or performed or omitted to be done or performed under this Agreement.

4.     The Principal Agreement is varied as follows:

(1)    in clause 1:

(a)    by deleting the existing definitions of "beneficiated ore", "deemed f.o.b. value", "fine ore", "low grade run of mine iron 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" 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 Joint Venturers in a plant constructed pursuant to a proposal approved pursuant to an Integration Agreement or in such other plant as is approved by the Minister after consultation with the Minister for Mines and "beneficiation" and "beneficiate" have corresponding meanings;


"deemed f.o.b. value" means an agreed or determined value of the iron ore as if the iron ore was sold f.o.b. at the deemed f.o.b. point as at:

(a)      in the case of iron ore the property of the Joint Venturers which is shipped out of the said State, the date of shipment; and

(b)      in any other case, the date of sale, transfer of ownership, disposal or use as the case may be;

"EP Act" means the Environmental Protection Act 1986 (WA);

"fine ore" means iron ore (not being beneficiated ore) which is screened and will pass through a 6.3 millimetre mesh screen;

"Government agreement" has the meaning given in the Government Agreements Act 1979 (WA);

"Integration Agreement" means:

(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

(i)     the agreement ratified by and scheduled to the Iron Ore (Goldsworthy‑Nimingarra) Agreement Act 1972, as from time to time added to, varied or amended; or

(j)     the agreement authorised by and as scheduled to the Iron Ore (McCamey's Monster) Agreement Authorisation Act 1972, as from time to time added to, varied or amended; or

(k)    the agreement ratified by and scheduled to the Iron Ore (Marillana Creek) Agreement Act 1991, as from time to time added to, varied or amended;

"Integration Proponent" means in relation to an Integration Agreement, "the Company" or "the Joint Venturers" as the case may be as defined in, and for the purpose of, that Integration Agreement;

"iron ore" includes, without limitation, beneficiated ore;

"laws relating to native title" means laws applicable from time to time in the said State in respect of native title and includes the Native Title Act 1993 (Commonwealth);


"loading port" means:

(a)    the Port of Dampier; or

(b)    Port Walcott; or

(c)    the Port of Port Hedland; or

(d)    any other port constructed after the variation date under an Integration Agreement; or

(e)    such other port approved by the Minister at the request of the Joint Venturers from time to time for the shipment of iron ore from the mineral lease;

"lump ore" means iron ore (not being beneficiated ore) which is screened and will not pass through a 6.3 millimetre mesh screen;

"Mining Act 1978" means the Mining Act 1978 (WA);

"Minister for Mines" means the Minister in the Government of the said State for the time being responsible (under whatsoever title) for the administration of the Mining Act and the Mining Act 1978;

"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 Joint Venturers comes into operation;

(c)        in the definition of "agreed or determined" by:

(i)     inserting "(following if requested by the Joint Venturers, consultation with the Joint Venturers and their consultants in regard thereto)" after "determined by the Minister";

(ii)    deleting "assessed at" and substituting "assessed on"; and

(iii)   deleting all the words after "shall have regard to" 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 clause 9(2)(e), the prices for that type of iron ore prevailing at the time the price for such iron ore was agreed between the arm's length purchaser referred to in paragraph (B)(iii) of that proviso and the seller in relation to the type of sale and the relevant international seaborne iron ore market into which such iron ore was sold and where prices beyond the deemed f.o.b. point are being considered the deductions mentioned in the definition of f.o.b. value; and

(ii)      in any other case, the prices for that type of iron ore prevailing at the time the price for such iron ore was agreed between the Joint Venturers 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 "deemed f.o.b. point" by deleting "Joint Venturers' wharf" and substituting "relevant loading port";

(e)    in the definition of "f.o.b. value":

(i)     in paragraph (i) by:

(A)   inserting "subject to paragraph (ii)," before "in the case";

(B)   deleting "(including from any wharf approved by the Minister under Clause 9(2)(e))";

(C)   deleting "assessed at" and substituting "assessed on";

(D)   deleting "Joint Venturers' wharf or other wharf approved from time to time by the Minister for the purpose or other wharf approved by the Minister under clause 9(2)(e) as the case may be" and substituting "relevant loading port"; and

(E)    in paragraph (6), inserting "after loading on and departure of ship from the relevant loading port" after "agency charges";

(ii)     renumbering paragraph (ii) as paragraph (iii); and

(iii)    inserting after paragraph (i) the following new paragraph:

                                                       "in the case of iron ore initially sold at cost pursuant to paragraph (B) of the proviso to clause 9(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";

(f)     in the definition of "Joint Venturers' wharf" by inserting "and in clauses 9(2)(e) and (f) also any additional wharf constructed by the Joint Venturers pursuant to this Agreement" before the semi colon;

(g)    in the definition of "mineral lease" by inserting "and includes any areas added to any such mineral lease pursuant to clause 9A" before the semi colon;

(h)     in the definition of "secondary processing" by deleting "concentration or other beneficiation of iron ore other than by crushing or screening" and substituting "beneficiation of iron ore";

(i)      in the sentence commencing "marginal notes" by inserting "and clause headings" after "marginal notes"; and

(j)      by inserting at the end of clause 1 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:

(a)    to exempt the Joint Venturers from compliance with any requirement in connection with the protection of the environment arising out of or incidental to their activities under this Agreement that may be made by or under the EP Act; or


(b)to exempt the State or the Joint Venturers from compliance with or to require the State or the Joint Venturers to do anything contrary to any laws relating to native title or any lawful obligation or requirement imposed on the State or the Joint Venturers as the case may be pursuant to any laws relating to native title; or

(c)    to exempt the Joint Venturers from compliance with the provisions of the Aboriginal Heritage Act 1972 (WA).";

(2)    by inserting after clause 7 the following new clauses:

"Additional Proposals

7A.   (1)    If the Joint Venturers, at any time during the continuance of this Agreement after the variation date, desire to significantly modify, expand or otherwise vary their activities carried on pursuant to this Agreement (other than under clauses 11, 12 or 9E) beyond those activities specified in any proposals approved pursuant to clause 6 they shall give notice of such desire to the Minister and within 2 months thereafter shall submit to the Minister detailed proposals in respect of all matters covered by such notice and such of the other matters mentioned in clause 5(2)(a) 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 Joint Venturers 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 Joint Venturers submit the said proposals they 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 they propose to consider obtaining from or having carried out or permitting to be obtained from or carried out outside Australia together with their reasons therefor and shall, if required by the Minister, consult with the Minister with respect thereto.

(5)    The Joint Venturers may withdraw their 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 7B, within 3 months after the award by notice to the Minister that they shall not be proceeding with the same.

Consideration of Joint Venturers' proposals under clause 7A

7B.   (1)    In respect of each proposal pursuant to subclause (1) of clause 7A 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 Joint Venturers submit a further proposal or proposals in respect of some other of the matters mentioned
in clause 7A(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 Joint Venturers 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 Joint Venturers 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)      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 Joint Venturers.


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 9C for the purpose of that clause) as contemplated by clause 9C. It may not be so exercised in respect of a proposal if pursuant to clause 7C(5) the Minister, prior to the submission of the proposal, advised the Joint Venturers 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 7C(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 7C(5) in respect of that single preferred development.

(2)    The Minister shall within 2 months after receipt of proposals pursuant to clause 7A(1) give notice to the Joint Venturers 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 Joint Venturers of his decision in respect to the proposal within 2 months after service on him of an authority under section 45(7) of the EP Act.

(3)    If the decision of the Minister is as mentioned in either of paragraphs (a), (c) or (d) of subclause (1) the Minister shall afford the Joint Venturers full opportunity to consult with him and should they so desire to submit new or revised proposals either generally or in respect to some particular matter.

(4)    If the decision of the Minister is as mentioned in either of paragraphs (c) or (d) of subclause (1) and the Joint Venturers consider that the decision is unreasonable the Joint Venturers 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 Joint Venturers 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 Joint Venturers 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.

Notification of possible proposals

7C.   (1)    If the Joint Venturers, 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 9C) for the matter to be undertaken, intend to further consider the matter with a view to possibly submitting such proposals they 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 Joint Venturers of the Minister's views of the matter at that stage.


(3)If the Joint Venturers are informed of the Minister's views, they shall take them into account in deciding whether or not to proceed with their 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 Joint Venturers have 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 9C for the purpose of that clause) as contemplated by clause 9C.

(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

(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 Joint Venturers.

(c)     At any time prior to submission of proposals the Joint Venturers may give to the Minister notice of their single preferred development and request the Minister to confirm that the Minister has no public interest concerns with that single preferred development.

(d)     The Joint Venturers shall furnish to the Minister with their 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)     their progress in undertaking any feasibility or other studies or matters to be completed before submission of proposals; and

(iii)    their timetable for obtaining required statutory and other approvals in relation to the submission and approval of proposals; and

(iv)    their tenure requirements.

(e)     If so required by the Minister, the Joint Venturers 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 Joint Venturers' 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 Joint Venturers:

(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)     If the Minister gives the advice mentioned in paragraph (f)(ii) the Joint Venturers may, should they 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.";

(3)             in clause 8(2)(b) by:

(a)    deleting "clause 6" and substituting "clauses 6, 7B, 11 or 12";

(b)    in sub‑paragraph (i):

(A)   inserting "or cause to be granted" after "grant";

(B)   in the paragraph beginning "at peppercorn rental", 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 Port Hedland; and";

(D)   inserting "the Port Authorities Act 1999 (WA)" after "1926"; and

(E)   inserting "installations or facilities" after "for their works"; and

(c)    in subparagraph (ii), deleting "and iron ore concentrates";

(4)    by inserting after subclause (4) of clause 8 the following new subclause:

"(4a) The provisions of subclause (2) of this clause shall not operate so as to require the said 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)    in clause 9(2) by deleting paragraph (e) and substituting the following new paragraphs:

"(e)   ship, or procure the shipment of, all iron ore mined from the mineral lease and sold:

(i)     from the Joint Venturers' wharf; or

(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 their best endeavours to obtain therefor the best price possible having regard to market conditions from time to time prevailing PROVIDED THAT:

(A)     this paragraph shall not apply to iron ore used for secondary processing or for the industry for additional upgrading of beneficiated ore in any part of the said State lying north of the twenty sixth parallel of latitude; and

(B)     iron ore from the mineral lease may be sold by the Joint Venturers 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 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)  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 Joint Venturers 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 Joint Venturers. For the avoidance of doubt and without limiting the Minister's discretion above, the parties acknowledge that marketing entities forming part of a corporate group that includes the majority Joint Venturer (or part of a parallel corporate group if that Joint Venturer is part of a dual‑listed corporate structure) are not independent participants for the purposes of this subclause;";

(6)    in clause 9(2)(j) by deleting subparagraph (iv) and inserting at the end of the clause after subparagraph (v) the following new paragraphs:

"Where beneficiated ore is produced from an admixture of iron ore from the mineral lease and iron ore from elsewhere, a portion (and a portion only) of the beneficiated ore so produced being equal to the proportion that the amount of the iron in the iron ore from the mineral lease used in the production of that beneficiated ore bears to the total amount of iron in the iron ore so used shall be deemed to be produced from iron ore from the mineral lease.


Where for the purpose of determining f.o.b. value it is necessary to convert an amount or price to Australian currency, the conversion is to be calculated using a rate (excluding forward hedge or similar contract rates) that has been approved by the Minister at the request of the Joint Venturers 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 subclause.";

(7)    in clause 9(2)(k) by:

(a)    inserting "and also showing such other information in relation to the abovementioned iron ore as the Minister may from time to time reasonably require in regard to, and to assist in verifying, the calculation of royalties in accordance with paragraph (j)" 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 the Joint Venturers to the purchaser (which invoices the Joint Venturers shall render without delay simultaneously furnishing copies thereof to the Minister) of such iron ore or on the basis of estimates as agreed or determined,

           and shall from time to time in the next following appropriate return and payment make (by the return and by cash) all such necessary adjustments (and give
to the Minister full details thereof) when the f.o.b. value shall have been finally calculated, agreed or determined;";

(8)    in clause 9(2)(n):

(a)    by deleting "books of account and records of the Joint Venturers relative to the Joint Venturers' operation under this Agreement including contracts relative" and substituting "books, records, accounts, documents (including contracts), data and information of the Joint Venturers stored by any means relating";

(b)    by inserting "(in whatever form)" after "copies or extracts"; and

(c)    by inserting "the subject of royalty" before the first two references to "hereunder";

(9)    by deleting the fullstop at the end of paragraph (n) of clause 9(2) and substituting "; and" followed by:

"(o)   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)  by inserting after clause 9 the following new clauses:

                 "Additional areas

         9A  (1)   Notwithstanding the provisions of the Mining Act or the Mining Act 1978 the Joint Venturers may from time to time during the currency of this Agreement apply to the Minister for areas held by the Joint Venturers or an associated company under a
mining tenement granted under the Mining Act 1978 to be included in any of the mineral leases but so that the total area of the mineral leases, any land that may be included in any of the mineral leases pursuant to this Agreement and of any other mineral lease or mining lease granted under or pursuant to this Agreement (as aggregated) shall not at any time exceed 777 square kilometres. The Minister shall confer with the Minister for Mines in regard to any such application and if they approve the application the  Minister for Mines shall upon the surrender of the relevant mining tenement include the area the subject thereof in the relevant 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 relevant 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 Joint Venturers' expense.

(2)    The Minister may approve, upon application by the Joint Venturers 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 Joint Venturers shall not mine or carry out other activities (other than exploration, bulk sampling and testing) on any area or areas added to a 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 Joint Venturers desire to commence mining of iron ore or to carry out any other activities (other than as aforesaid) on the said areas they 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 their 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 7A in respect of mineral lease 235SA, pursuant to clause 11(8) in respect of mineral lease 249SA and pursuant to clause 12(5) in respect of mineral lease 281SA.";

Blending of iron ore

9B.     (1)  The Joint Venturers may blend iron ore mined from the mineral lease with any:

(a)     iron ore mined from a mining tenement or other mining title granted under, or pursuant to, an Integration Agreement; or

(b)     iron ore mined from a Mining Act 1978 mining lease: located in, or proximate to, the Pilbara region of the said State which is held by a Related Entity alone or with a third party or parties (excluding any mining lease granted pursuant to, or held under, a Government agreement); or

(c)     with the prior approval of the Minister, iron ore mined in, or proximate to, the Pilbara region of the said State under a Government agreement (excluding an Integration Agreement); or

(d)     with the prior approval of the Minister, iron ore mined by a third party from a Mining Act 1978 mining lease located in, or proximate to, the Pilbara region of the said State (excluding under a Government agreement) which has been
purchased by an Integration Proponent from the third party.

(2)     The authority given under subclause (1) is subject to the Minister being reasonably satisfied that there are in place adequate systems and controls for the correct apportionment of the quantities of iron ore being blended as between each of the sources referred to in subclause (1), which systems and controls monitor production, processing, transportation, stockpiling and shipping of all such iron ore. If at any time the Minister ceases to be so satisfied he may, after consulting the Joint Venturers and provided the Joint Venturers have not within three (3) months after the commencement of such consultation addressed the matters of concern to the Minister to his satisfaction, by notice in writing to the Joint Venturers suspend the above authority in respect of the relevant blending arrangements until he is again satisfied in terms of this subclause (2).

(3)     If any blending of iron ore occurs as contemplated by this clause, then for the purposes of paragraphs (j) and (k) of subclause (2) of this clause, a portion of the iron ore so blended being equal to the proportion that the amount of iron ore from the mineral lease used in the admixture of iron ore bears to the total amount of iron ore so blended, shall be deemed to be produced from the mineral lease.

Integrated use of works installations or facilities under the Integration Agreements

9C.   (1)    Subject to subclauses (2) to (7) of this clause and to the other provisions of this Agreement, the Joint Venturers 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 Joint Venturers carried on by them 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 9B) of:

(A)   iron ore mined from a Mining Act 1978 mining lease located in, or proximate to, the Pilbara region of the said State which is held by a Related Entity alone or with a third party or parties (excluding any mining lease granted pursuant to, or held under, a Government agreement);

(B)   with the Minister's prior approval, 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 Joint Venturers from the third party;

(D)   iron ore mined under an Integration Agreement;

(b)    make any existing or new works installations or facilities constructed or held under this Agreement available for use (wholly or partly) by another Integration Proponent during the continuance of its Integration Agreement in the activities of that Integration Proponent carried on by it pursuant to its Integration Agreement including, without limitation, as part of those activities, transporting by railway and shipping from a loading port and undertaking any ancillary and incidental activities in doing so (including, without limitation, blending permitted by that Integration Agreement) of:

(i)      iron ore mined from a Mining Act 1978 mining lease located in, or proximate to, the Pilbara region of the said State which is held by a Related Entity alone or with a third party or parties (excluding any mining lease granted pursuant to, or held under, a Government agreement);

(ii)    with the prior approval of the Minister (as defined in that Integration Agreement), iron ore mined in, or proximate to, the Pilbara region of the said State under a Government agreement (excluding an Integration Agreement);


(iii)with the prior approval of the Minister (as defined in that Integration Agreement), iron ore mined by a third party from a Mining Act 1978 mining lease located in, or proximate to, the Pilbara region of the said State (excluding under a Government agreement) which has been purchased by that Integration Proponent from the third party;

(iv)   iron ore mined under an Integration Agreement;

(c)    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)    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 this Agreement for the supply of electricity permitted to be made under an Integration Agreement.

(2)     (a)    A connection referred to in clause (1)(d) or construction, expansion, modification or other variation referred to in subclause (1)(e) by the Joint Venturers 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 Joint Venturers' activities carried on by them
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 7A and 7B or clauses 11, 12 or 9E 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 Joint Venturers 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 Port Hedland within the boundaries of the Port of Port Hedland; 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 Joint Venturers 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 9E; 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 Joint Venturers 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)    Notwithstanding the provisions of clauses 7B, 11, 12 and 9E, the Minister may defer consideration of, or a decision upon, a proposal submitted by the Joint Venturers 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 Joint Venturers' 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 Joint Venturers first confirming with the Minister that the Minister is satisfied that the relevant company is a Related Entity.

(4)    The Joint Venturers 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 their use, or in their 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 Joint Venturers 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 them 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 Joint Venturers' 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.

(6)    Nothing in this clause shall be construed to exempt the Joint Venturers from complying with, or the application of, the other provisions of this Agreement including, without limitation, clause 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 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

9D.   (1)    For the purposes of this clause "Relevant Infrastructure" means any works installations or facilities (as defined in clause 9C(7)):

(a)    constructed or held under another Integration Agreement;

(b)    which the Joint Venturers are using in their activities pursuant to this Agreement;

(c)    which the Minister is satisfied (after consulting with the Joint Venturers 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 Joint Venturers to continue to carry on their activities pursuant to this Agreement; and

(d)    in respect of which that other Integration Proponent has notified the Minister it consents to the Joint Venturers submitting proposals as referred to in subclause (2).

(2)    The Joint Venturers may as an additional proposal pursuant to clause 7A propose:

(a)     that they 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 Joint Venturers 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 7B shall mutatis mutandis apply to any such additional proposal. In addition the Joint Venturers acknowledge 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 Joint Venturers pursuant to clause 10(l) and while such notice remains unsatisfied.


Miscellaneous Licences for Railways

9E.   (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 Joint Venturers' 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 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 Joint Venturers 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 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.

Joint Venturers to obtain prior Ministerial in‑principle approval

(2)     (a)   If the Joint Venturers wish, from time to time during the continuance of this Agreement, to proceed under this clause with a plan to develop a Railway they shall give notice thereof to the Minister and furnish to the Minister with that notice an outline of their plan.

(b)    The Minister shall within one month of a notice under paragraph (a) advise the Joint Venturers whether or not he approves in‑principle the proposed plan. The Minister shall afford the Joint Venturers 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 Joint Venturers have 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)   If the Minister gives in‑principle approval to a plan of the Joint Venturers to develop a Railway they 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 Joint Venturers). The parties acknowledge the intention is for the Joint Venturers 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 Joint Venturers 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 Joint Venturers otherwise be deemed to be at an end and neither party shall have any claim against the other in respect of it.

(c)      The Joint Venturers acknowledge that they 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, 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)).

Joint Venturers to submit proposals for Railway

(4)      (a)    The Joint Venturers 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 their 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 Joint Venturers’ 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 Joint Venturers pursuant to subclause 3(a);

(vii)   any other works, services or facilities desired by the Joint Venturers; 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 Joint Venturers, their 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 their proposals under this subclause have been approved the Joint Venturers may withdraw and may resubmit any proposal but the withdrawal of any proposal shall not affect the obligations of the Joint Venturers to submit a proposal under this subclause in respect of the subject matter of the withdrawn proposal.

(d)      The Joint Venturers shall, whenever any of the following matters referred to in this subclause are proposed by the Joint Venturers (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 they propose to consider obtaining from or having carried out or permitting to be obtained from or carried out outside Australia, together with their reasons therefor and shall, if required by the Minister consult with the Minister with respect thereto.

(e)      At the time when the Joint Venturers submit the last of the said proposals pursuant to this subclause, they 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 Joint Venturers 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 7B shall apply mutatis mutandis to detailed proposals submitted under this subclause.

Additional Railway Proposals

(5)     (a)     If the Joint Venturers at any time during the currency of a Special Railway Licence desire 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 their 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 them 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, they shall give notice of such desire to the Minister and furnish to the Minister with that notice an outline of their 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 Joint Venturers 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 Joint Venturers 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 Joint Venturers 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 their 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 7B shall mutatis mutandis apply to detailed proposals submitted pursuant to this subclause.

Grant of Tenure

(6)   (a)     On application made by the Joint Venturers to the Minister in such manner as the Minister may determine, not later than 3 months after all their
proposals submitted pursuant to subclause (4)(a) have been approved or deemed to be approved and the Joint Venturers have complied with the provisions of subclause (4)(e), the State notwithstanding the Mining Act 1978 shall cause to be granted to the Joint Venturers:

(i)      a miscellaneous licence to conduct within the Railway Corridor and in accordance with their 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 Second 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

(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 Third 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 Joint Venturers to the Minister in such manner as the Minister may determine, not later than 3 months after their 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 Joint Venturers have 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 Joint Venturers 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 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.

(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 Joint Venturers 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 Joint Venturers 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 1978 in respect of stone, sand, clay and gravel which the Joint Venturers are permitted by subparagraph (i) to obtain from the land the subject of the Special Railway Licence.


(g)For the purposes of this Agreement and without limiting the operation of paragraphs (a) to (f) inclusive above, the application of the Mining Act 1978 and the regulations made thereunder are specifically modified;

(i)      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 Joint Venturers (as defined in 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)";

(C)     deleting "for any one or more of the purposes prescribed" and substituting "for the purpose specified in clause 9E(6)(a)(i), clause 9E(6)(a)(ii) or clause 9E(6)(b), of 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";

(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 (Mount Goldsworthy) Agreement Act 1964, as
from time to time added to, varied or amended";

(iii)    by deleting sections 91(6), 91(9), 91(10) and 91B;

(iv)    in section 92, by deleting "Sections 41, 42, 44, 46, 46A, 47 and 52 apply," and inserting "Section 46A (excluding in subsection (2)(a) "the mining registrar, the warden or") applies," and by deleting "in those provisions" and inserting "in that provision";

(v)     by deleting the full stop at the end of the section 94(1) and inserting, "except to the extent otherwise provided in, or to the extent that such terms and conditions are inconsistent with, the agreement approved by and scheduled to the Iron Ore (Mount Goldsworthy) Agreement Act 1964, 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 (Mount Goldsworthy) Agreement Act 1964, 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 (Mount Goldsworthy) Agreement Act 1964, 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 Joint Venturers' 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 Joint Venturers' 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)      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 Joint Venturers 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 Joint Venturers 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 Joint Venturers or any other person from compliance with the Rail Safety Act or limit its application to the Joint Venturers' operations generally (except as otherwise may be provided in that Act or regulations made under it).

(c)      The Joint Venturers 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 Joint Venturers 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 9D, the Joint Venturers 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 10(j) but subject to clause 9D) shall at all times own manage and control the use of each Railway the subject of a Special Railway Licence held by the Joint Venturers.

(e)      The Joint Venturers 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 Joint Venturers so as not to unreasonably interfere with the Joint Venturers' operations.

(f)      The Joint Venturers' ownership of a Railway constructed pursuant to this clause shall not give it an interest in the land underlying it.

(g)      The Joint Venturers 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 Joint Venturers 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 Joint Venturers 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 9D, the Joint Venturers shall:

(i)      be responsible for the cost of construction and maintenance of all Private Roads constructed pursuant to this clause; and

(ii)     at their 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 Joint Venturers' activities and their invitees and licensees) from using the Private Roads; and

(iii)    at any place where any Private Roads are constructed by the Joint Venturers so as to cross any railways or public roads provide at their 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 9(2)(a) and (3) regarding third party access as well as the proviso to clause 9(2)(a) shall apply mutatis mutandis to any Railway or Railway spur line constructed pursuant to this clause except that the Joint Venturers shall not be obliged to transport any 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 Joint Venturers" means the persons from time to time comprising "the Joint Venturers" in their capacity as such under 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 in relation to the use or proposed use of land pursuant to clause 9E of that agreement after and in accordance with approved proposals under clause 9E of that agreement and in relation to the use of that land before any such approval of proposals where the Joint Venturers have 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 Joint Venturers as the case may be" after the words "owner of any land";

(c)      the insertion in section 18(3) of the words "or the Joint Venturers 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 Joint Venturers the conditions that the Minister may specify can as appropriate include, among other conditions, a condition restricting the Joint Venturers' 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 Joint Venturers' submitted initial proposals thereunder for the Railway Operation (as defined in clause 9E(1) of the abovementioned agreement), or in the case of additional proposals submitted or to be submitted by the Joint Venturers 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 Joint Venturers acknowledge 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 Joint Venturers 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 Joint Venturers 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 Joint Venturers.

(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

(B)    after "that Act" the following ‑

"or that Agreement as the case may be".

(c)     The Joint Venturers 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 Joint Venturers 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 Joint Venturers shall from the date occurring 6 months before the date for completion of construction of a Railway specified in their 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 Joint Venturers 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 Joint Venturers shall from the date occurring 6 months before the date for completion of construction of a Railway spur line specified in their 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 Joint Venturers 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.";

(11)  by inserting after clause 10(a) the following new paragraph:

"(aa) the purposes for which the Joint Venturers may in accordance with paragraph (a) generate transmit and supply electricity shall, without limiting paragraph (a), include the purpose of supply to:

(i)       "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;


(ii)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

(iii)     with the prior approval of the Minister, "the Company" or "the Joint Venturers" as the 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;";

 

 

(12)  in clause 10(d)(i) by inserting "or held pursuant hereto" after "granted hereunder or pursuant hereto";

(13)  in clause 10(e) by:

(a)    inserting "or pursuant hereto" after "easement granted hereunder"; and

(b)    inserting "or held pursuant hereto" after "clause 20 hereof";

(14)  in clause 10(1) by:

(a)    inserting "granted under or pursuant to this Agreement or held pursuant to this Agreement" after "licence or other title";

(b)    inserting "or held pursuant hereto" after the subsequent 3 references to "granted hereunder or pursuant hereto"; and


(c)deleting "occupied by the Joint Venturers" 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";

(15)  by inserting after subclause (7) of clause 11 the following new subclause::

"(8)   (a)    If the Joint Venturers at any time during the continuance of this Agreement desire to significantly modify expand or otherwise vary their activities within the second mineral lease beyond those specified in any proposals approved or deemed to be approved under this clause they shall give notice of such desire to the Minister and within two months of the giving of such notice shall submit to the Minister detailed proposals in respect of all matters covered by such notice and such of the other matters mentioned in paragraph (a) of subclause (2) of this clause as the Minister may require.

(b)    The provisions of clause 7A(2) to (5) and 7B shall apply mutatis mutandis to proposals pursuant to this subclause.";

(16)  in clause 12(3e) by:

(a)    inserting "(except in relation to an Integration Agreement)" after "agreement of the Minister"; and

(b)    inserting "(being in respect of an Integration Agreement the Integration Proponent for that Agreement)" after "third parties concerned";

(17)  in clause 12(5) by deleting paragraphs (b) and (c) and substituting the following paragraph:

"(b)   The provisions of clauses 7A(2) to (5) and 7B shall apply mutatis mutandis to proposals submitted pursuant to this subclause.";


(18)in the heading to clause 11 by deleting "Company" and substituting "Joint Venturers";

(19)   by inserting after subclause (1) of clause 12A the following new subclause:

"(1a)         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.";

(20)  in clause 19:

(a)    by in the second sentence:

(i)       deleting the first reference to "Company" and substituting "Joint Venturers"; and

(ii)      deleting "Company or its" and substituting "Joint Venturers or their"; and

(b)    inserting at its end the following new sentence:

                  "As a separate independent indemnity the Joint Venturers 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 Joint Venturers as referred to in clause 9C.";

(21)  in clause 21(1) by inserting "or held pursuant hereto" after "granted hereunder or pursuant hereto";

(22)  by deleting clause 28; and

(23)   inserting after the Schedule the following new schedules:


"SECOND SCHEDULE

 

WESTERN AUSTRALIA

 

IRON ORE (MOUNT GOLDSWORTHY) AGREEMENT ACT 1964

 

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 (Mount Goldsworthy) Agreement Act 1964, as from time to time added to, varied or amended, the State agreed to grant to [      ] (hereinafter with their successors and permitted assigns called "the Joint Venturers") a miscellaneous licence for the construction operation and maintenance of a Railway (as defined in clause 9E(1) of the Agreement and otherwise as provided in the Agreement) and, if applicable, other purposes AND WHEREAS the Joint Venturers pursuant to clause 9E(6)(a) of the Agreement have made application for the said licence;

 

NOW in consideration of the rents reserved by and the provisions of the Agreement and in pursuance of the Iron Ore (Mount Goldsworthy) Agreement Act 1964, as from time to time added to, varied or amended, the Joint Venturers are 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 9E(1) of the Agreement) and access roads to be located on the land the subject of this licence in accordance with the provisions of the Agreement and proposals approved under the Agreement, for the term of 50 years from the date hereof (subject to the sooner determination of the term upon the determination of the Agreement) and upon and subject to the terms covenants and conditions set out in the Agreement and the Mining Act 1978 as it applies to this licence, and any amendments to the Agreement and the Mining Act 1978 from time to time and to the terms and conditions (if any) now or hereafter endorsed hereon and the payment of rentals in respect of this licence in accordance with clause 9E(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 Joint Venturers be more than one the liability of the Joint Venturers 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.

 

(i)        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 Joint Venturers are permitted to, in accordance with approved proposals, take stone, sand, clay and gravel from the land the subject of this licence for the construction, operation and maintenance of the Railway (including any Railway spur line) constructed within or approved for construction within the area of land the subject of this licence.

 

3.           Notwithstanding the Mining Act 1978, no royalty shall be payable under the Mining Act 1978 in respect of stone, sand, clay and gravel which the Joint Venturers are 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 Joint Venturers 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 9E(6)(h) or clause 9E(6)(i) of the Agreement.

 

2.            The Joint Venturers 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 9E(6)(h) of the Agreement for the purpose of such construction down to a maximum of 100 metres in width or as otherwise approved by the Minister (as defined in the Agreement) for the safe operation of that Railway spur line or expansion or extension thereof as the case may be then constructed or approved for construction under approved proposals.

 

3.           [Any further conditions which the Minister for Mines may, consistent with the provisions of the Agreement, determines and thereafter impose in respect of this licence including during the term of the Agreement.]

 

SCHEDULE

 

Land description

 

Locality:

Mineral Field

Area:

 

DATED at Perth this day of .

 

MINISTER FOR MINES

 

 


THIRD SCHEDULE

 

WESTERN AUSTRALIA

 

IRON ORE (MOUNT GOLDSWORTHY) AGREEMENT ACT 1964

 

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 the Iron Ore (Mount Goldsworthy) Agreement Act 1964, as from time to time added to, varied or amended, the State agreed to grant to [          ] (hereinafter with their successors and permitted assigns called "the Joint Venturers") a miscellaneous licence for the construction use and maintenance of a Lateral Access Road (as defined in the Agreement) AND WHEREAS the Joint Venturers pursuant to clause 9E(6)(a)(ii) of the Agreement have made application for the said licence;

 

NOW in consideration of the rents reserved by and the provisions of the Agreement and in pursuance of the Iron Ore (Mount Goldsworthy) Agreement Act 1964, as from time to time added to, varied or amended, the Joint Venturers are 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 9E(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 Joint Venturers be more than one the liability of the Joint Venturers 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.

 

(ii)       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


FOURTH SCHEDULE

 

WESTERN AUSTRALIA

 

IRON ORE (MOUNT GOLDSWORTHY) AGREEMENT ACT 1964

 

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 the Iron Ore (Mount Goldsworthy) Agreement Act 1964, as from time to time added to, varied or amended, the State agreed to grant to [          ] (hereinafter with their successors and permitted assigns called "the Joint Venturers") a miscellaneous licence for the construction use and maintenance of a Lateral Access Road (as defined in the Agreement) AND WHEREAS the Joint Venturers pursuant to clause 9E(6)(b) of the Agreement have made application for the said licence;

 

NOW in consideration of the rents reserved by and the provisions of the Agreement and in pursuance of the Iron Ore (Mount Goldsworthy) Agreement Act 1964, as from time to time added to, varied or amended, the Joint Venturers are 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 9E(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 Joint Venturers be more than one the liability of the Joint Venturers 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.

 

(iii)      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"

 


EXECUTED as a deed.

 

SIGNED by THE HONOURABLE              )

COLIN JAMES BARNETT                        )       [Signature]

in the presence of:                                           )

 

[Signature]

STEPHEN WOOD

 

 

EXECUTED by BHP BILLITON                )

MINERALS PTY. LTD. ACN 008 694         )

782 in accordance with section 127(1) of          )

the Corporations Act                                       )

 

[Signature]

[Signature]

Signature of Director

Signature of Director/Company Secretary

 

 

STEWART HART

ROBIN B LEES

Name of Director

Name of Director/Company Secretary

 

 

EXECUTED by MITSUI IRON ORE          )

CORPORATION PTY. LTD. ACN             )

050 157 456 in accordance with section            )

127(1) of the Corporations Act                         )

 

[Signature]

[Signature]

Signature of Director

Signature of Director/Company Secretary

 

RYUZO NAKAMURA

GAVIN PETER PATTERSON

Name of Director

Name of Director/Company Secretary

 


Signed by Shuzaburo Tsuchihashi as)

attorney for ITOCHU MINERALS &           )

ENERGY OF AUSTRALIA PTY.                )

LTD. ACN  009 256 259 under power             )

of attorney dated 12 November 2010                )

in the presence of:                                           )

 

[Signature]

[Signature]

Signature of Director

Signature of Director/Company Secretary

 

YASUSHI FUKUMURA

Shuzaburo Tsuchihashi

Name of Director

Name of Director/Company Secretary

 

Part 9  Iron Ore (Goldsworthy-Nimingarra) Agreement Act 1972 amended

34.         Act amended

             This Part amends the Iron Ore (Goldsworthy‑Nimingarra) Agreement Act 1972.

35.         Section 2 amended

     (1)    In section 2 insert in alphabetical order:

 

    the Second Variation Agreement means the agreement a copy of which is set out in Schedule 3.

 

     (2)    In section 2 in the definition of the Joint Venturers delete “Agreement.” and insert:

 

             Agreement;

 

36.         Sections 6 and 7 inserted

             After section 5 insert:

 

6.           Second Variation Agreement

    (1)    The Second Variation Agreement is ratified.

    (2)    The implementation of the Second Variation Agreement is authorised.

    (3)    Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the Second Variation Agreement is to operate and take effect despite any other Act or law.

7.           State empowered under clause 16C(9)(a)

            The State has power in accordance with clause 16C(9)(a) of the Agreement.

 

37.         Schedule 3 inserted

             After Schedule 2 insert:

Schedule 3 — Second Variation Agreement

[s. 2]

2010

THE HONOURABLE COLIN JAMES BARNETT

PREMIER OF THE STATE OF WESTERN AUSTRALIA

AND

BHP BILLITON MINERALS PTY. LTD.

ACN 008 694 782

MITSUI IRON ORE CORPORATION PTY. LTD.

ACN 050 157 456

ITOCHU MINERALS & ENERGY OF AUSTRALIA PTY. LTD.

ACN 009 256 259

________________________________________________________________

IRON ORE (GOLDSWORTHY‑NIMINGARRA) AGREEMENT 1972

RATIFIED VARIATION AGREEMENT

________________________________________________________________

[Solicitor’s details]


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

BHP BILLITON MINERALS PTY. LTD. ACN 008 694 782 of Level 17, St Georges Square, 225 St Georges Terrace, Perth, Western Australia, MITSUI IRON ORE CORPORATION PTY. LTD. ACN 050 157 456, of Level 16, Exchange Plaza, 2 The Esplanade, Perth, Western Australia and ITOCHU MINERALS & ENERGY OF AUSTRALIA PTY. LTD. ACN 009 256 259 of Level 22, Forrest Centre, 221 St Georges Terrace, Perth, Western Australia (Joint Venturers).

 

RECITALS

A.     The State and the Joint Venturers are now the parties to the agreement dated 12 April 1972 approved by and scheduled to the Iron Ore (Goldsworthy‑Nimingarra) Agreement Act 1972 and which as subsequently added to, varied or amended is referred to in this Agreement as the "Principal Agreement".

B.          The State and the Joint Venturers 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 has may be agreed pursuant to clause 2, clause 4 has not come into operation then unless the parties hereto otherwise agree this Agreement shall cease and determine and neither party shall have any claim against the other party with respect to any matter or thing arising out of or done or performed or omitted to be done or performed under this Agreement.

4.     The Principal Agreement is varied as follows:

(1)    in clause 1:

(a)    by deleting the existing definitions of "beneficiated ore", "deemed f.o.b. value", "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" 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 Joint Venturers in a plant constructed pursuant to a proposal approved pursuant to an Integration Agreement or in such other plant as is approved by the Minister after consultation with the Minister for Mines and "beneficiation" and "beneficiate" have corresponding meanings;

"deemed f.o.b. value" means an agreed or determined value of the iron ore as if the iron ore was sold f.o.b. at the deemed f.o.b. point as at:


(a)in the case of iron ore the property of the Joint Venturers which is shipped out of the said State, the date of shipment; and

(b)    in any other case, the date of sale, transfer of ownership, disposal or use as the case may be;

"EP Act" means the Environmental Protection Act 1986 (WA);

"fine ore" means iron ore (not being beneficiated ore) which is screened and will pass through a 6.3 millimetre mesh screen;

"Government agreement" has the meaning given in the Government Agreements Act 1979 (WA);

"Integration Agreement" means:

(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

(i)                       the agreement ratified by and scheduled to the Iron Ore (Goldsworthy‑Nimingarra) Agreement Act 1972, as from time to time added to, varied or amended; or

(j)     the agreement authorised by and as scheduled to the Iron Ore (McCamey's Monster) Agreement Authorisation Act 1972, as from time to time added to, varied or amended; or

(k)                      the agreement ratified by and scheduled to the Iron Ore (Marillana Creek) Agreement Act 1991, as from time to time added to, varied or amended;

"Integration Proponent" means in relation to an Integration Agreement, "the Company" or "the Joint Venturers" as the case may be as defined in, and for the purpose of, that Integration Agreement;

"iron ore" includes, without limitation, beneficiated ore;

"laws relating to native title" means laws applicable from time to time in the said State in respect of native title and includes the Native Title Act 1993 (Commonwealth);

"loading port" means:

(a)    the Port of Dampier; or

(b)    Port Walcott; or


(c)the Port of Port Hedland; or

(d)    any other port constructed after the variation date under an Integration Agreement; or

(e)    such other port approved by the Minister at the request of the Joint Venturers from time to time for the shipment of iron ore from the mineral lease;

"lump ore" means iron ore (not being beneficiated ore) which is screened and will not pass through a 6.3 millimetre mesh screen;

"Minister for Mines" means the Minister in the Government of the said State for the time being responsible (under whatsoever title) for the administration of the Mining Act 1904 and the Mining Act 1978;

"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;

"said State" means the State of Western Australia;

"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 Joint Venturers comes into operation;


(c)in the definition of "agreed or determined" by:

(i)     inserting "(following, if requested by the Joint Venturers, consultation with the Joint Venturers and their consultants in regard thereto)" after "as determined by the Minister";

(ii)     deleting "assessed at" and substituting "assessed on"; and

(iii)    deleting all the words after "shall have regard to" and substituting a colon followed by:

"(i)    in the case of iron ore initially sold at cost pursuant to the proviso to clause 13, the prices for that type of iron ore prevailing at the time the price for such iron ore was agreed between the arm's length purchaser referred to in paragraph (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 Joint Venturers 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 "deemed f.o.b. point" by deleting "Joint Venturers' wharf" and substituting "relevant loading port";

(e)    in the definition of "f.o.b. value" by:

(i)     in paragraph (i):


(A)inserting "subject to paragraph (ii)," before "in the case of";

(B)   deleting "assessed at" and substituting "assessed on";

(C)   deleting "Joint Venturers' wharf" and substituting "relevant loading port"; and

(D)   inserting "after loading on and departure of ship from the relevant loading port" before the semi colon at the end of subparagraph (6);

(ii)     renumbering paragraph (ii) as paragraph (iii); and

(iii)    inserting after paragraph (i) the following new paragraph:

"(ii)     in the case of iron ore initially sold at cost pursuant to the proviso to clause 13, the price which is payable for the iron ore by the arm's length purchaser as referred to in paragraph (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";

(f)     in the definition of "Joint Venturers' wharf" by inserting "and in clause 13 also any additional wharf constructed by the Joint Venturers pursuant to this Agreement" before the semi colon;


(g)in the definition of "mineral lease" by inserting "(and any areas added to it pursuant to clause 9A)" after "clause 9(1)";

(h)     in the definition of "secondary processing" by deleting "concentration or other beneficiation of iron ore other than by crushing or screening" and substituting "beneficiation of iron ore";

(i)      in the sentence commencing "marginal notes" by inserting "and clause headings" after "marginal notes"; and

(j)      by inserting at the end of clause 1 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:

(a)    to exempt the Joint Venturers from compliance with any requirement in connection with the protection of the environment arising out of or incidental to their activities under this Agreement that may be made by or under the EP Act; or

(b)    to exempt the State or the Joint Venturers from compliance with or to require the State or the Joint Venturers to do anything contrary to any laws relating to native title or any lawful obligation or requirement imposed on the State or the Joint Venturers as the case may be pursuant to any laws relating to native title; or

(c)    to exempt the Joint Venturers from compliance with the provisions of the Aboriginal Heritage Act 1972 (WA).";


(2)by deleting clause 8 and substituting the following new clauses:

"Additional Proposals

8.      (1)    If the Joint Venturers, at any time during the continuance of this Agreement after the variation date, desire to significantly modify, expand or otherwise vary their activities carried on pursuant to this Agreement (other than under clause 16C) beyond those activities specified in any proposals approved pursuant to clause 7 they shall give notice of such desire to the Minister and within 2 months thereafter shall submit to the Minister detailed proposals in respect of all matters covered by such notice and such of the other matters mentioned in clause 6(1)(a) 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 Joint Venturers 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 Joint Venturers submit the said proposals they 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 they propose to consider obtaining from or having carried out or permitting to be obtained from or carried out outside Australia together with their
reasons therefor and shall, if required by the Minister, consult with the Minister with respect thereto.

(5)    The Joint Venturers may withdraw their 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 8A, within 3 months after the award by notice to the Minister that they shall not be proceeding with the same.

Consideration of Joint Venturers' proposals under clause 8

8A.  (1)      In respect of each proposal pursuant to subclause (1) of clause 8 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 Joint Venturers submit a further proposal or proposals in respect of some other of the matters mentioned in clause 8(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 Joint Venturers 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 Joint Venturers 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)      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 Joint Venturers.

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 16A for the purpose of that clause) as contemplated by clause 16A. It may not be so exercised in respect of a proposal if pursuant to clause 8B(5) the Minister, prior to the submission of the proposal, advised the Joint Venturers 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 8B(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 8B(5) in respect of that single preferred development.

(2)    The Minister shall within 2 months after receipt of proposals pursuant to clause 8(1) give notice to the Joint Venturers 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 Joint Venturers of his decision in respect to the proposal within 2 months after service on him of an authority under section 45(7) of the EP Act.

(3)    If the decision of the Minister is as mentioned in either of paragraphs (a), (c) or (d) of subclause (1) the Minister shall afford the Joint Venturers full opportunity to consult with him and should they so desire to submit new or revised proposals either generally or in respect to some particular matter.

(4)    If the decision of the Minister is as mentioned in either of paragraphs (c) or (d) of subclause (1) and the Joint Venturers consider that the decision is unreasonable the Joint Venturers 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 Joint Venturers 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 Joint Venturers shall implement the approved proposals in accordance with the terms thereof.


(7)Notwithstanding clause 40, the Minister may during the implementation of approved proposals approve variations to those proposals.

Notification of possible proposals

8B.  (1)    If the Joint Venturers, 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 this purpose, or one of their purposes, the integrated use of works installations or facilities as contemplated by clause 16A) for the matter to be undertaken, intend to further consider the matter with a view to possibly submitting such proposals they 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 Joint Venturers of the Minister's views of the matter at that stage.

(3)    If the Joint Venturers are informed of the Minister's views, they shall take them into account in deciding whether or not to proceed with their 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 Joint Venturers have 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 16A for the purpose of that clause) as contemplated by clause 16A.


(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

(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 Joint Venturers.

(c)    At any time prior to submission of proposals the Joint Venturers may give to the Minister notice of their single preferred development and request the Minister to confirm that the Minister has no public interest concerns with that single preferred development.

(d)    The Joint Venturers shall furnish to the Minister with their 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)      their progress in undertaking any feasibility or other studies or matters to be completed before submission of proposals; and

(iii)     their timetable for obtaining required statutory and other approvals in relation to the submission and approval of proposals; and


(iv)their tenure requirements.

(e)    If so required by the Minister, the Joint Venturers 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 Joint Venturers' 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 Joint Venturers:

(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)    If the Minister gives the advice mentioned in paragraph (f)(ii) the Joint Venturers may, should they 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.";

(3)     by inserting after clause 9 the following new clauses:

"Additional areas

9A.   (1)    Notwithstanding the provisions of the Mining Act 1904 or the Mining Act 1978 the Joint Venturers may from time to time during the currency of this Agreement apply to the Minister for areas held by the Joint Venturers or an associated company under a mining tenement granted under the Mining Act 1978
to be included in the mineral lease referred to in clause 9(1) but so that the total area of that mineral lease, the mining lease referred to in clause 9(2), any land that may be included in that mineral lease or mining lease pursuant to this Agreement and of any other mineral lease or mining lease granted under or pursuant to this Agreement (as aggregated) shall not at any time exceed 777 square kilometres. The Minister shall confer with the Minister for Mines in regard to any such application and if they approve the application the Minister for Mines shall upon the surrender of the relevant mining tenement include the area the subject thereof in the relevant 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 relevant 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 Joint Venturers' expense.

(2)     The Minister may approve, upon application by the Joint Venturers 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 Joint Venturers shall not mine or carry out other activities (other than exploration, bulk sampling and testing) on any area or areas added to a 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 Joint Venturers desire to commence mining of iron ore or to carry out any other activities (other than as aforesaid) on the said areas they 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 their 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 8.

Blending of iron ore

9B.  (1)      The Joint Venturers may blend iron ore mined from the mineral lease with any:

(a)    iron ore mined from a mining tenement or other mining title granted under, or pursuant to, an Integration Agreement; or

(b)    iron ore mined from a Mining Act 1978 mining lease located in, or proximate to, the Pilbara region of the said State which is held by a Related Entity alone or with a third party or parties (excluding any mining lease granted pursuant to, or held under, a Government agreement); or

(c)    with the prior approval of the Minister, iron ore mined in, or proximate to, the Pilbara region of the said State under a Government agreement (excluding an Integration Agreement); or

(d)    with the prior approval of the Minister, iron ore mined by a third party from a Mining Act 1978 mining lease located in, or proximate to, the Pilbara region of the said State (excluding under a Government agreement) which has been purchased by an Integration Proponent from the third party.


(2)The authority given under subclause (1) is subject to the Minister being reasonably satisfied that there are in place adequate systems and controls for the correct apportionment of the quantities of iron ore being blended as between each of the sources referred to in subclause (1), which systems and controls monitor production, processing, transportation, stockpiling and shipping of all such iron ore. If at any time the Minister ceases to be so satisfied he may, after consulting the Joint Venturers and provided the Joint Venturers have not within three (3) months after the commencement of such consultation addressed the matters of concern to the Minister to his satisfaction, by notice in writing to the Joint Venturers suspend the above authority in respect of the relevant blending arrangements until he is again satisfied in terms of this subclause (2).

(3)    If any blending of iron ore occurs as contemplated by this clause, then for the purposes of clauses 33(1) and (2), a portion of the iron ore so blended being equal to the proportion that the amount of iron ore from the mineral lease used in the admixture of iron ore bears to the total amount of iron ore so blended, shall be deemed to be produced from the mineral lease.";

(4)    in clause 11(1) by:

(a)    deleting "clause 7" and substituting "clauses 7 or 8A";

(b)    inserting "or cause to be granted" after "grant";

(c)    deleting "or to a company nominated by the Joint Venturers and approved by the Minister (referred to in this clause as "the nominated company") in fee simple or";

(d)    deleting paragraph (ii) and substituting the following new subparagraph:


"(ii)at commercial rentals, licence or easement fees as applicable – leases, licences or easements within the Port of Port Hedland;";

(e)    inserting the ", the Port Authorities Act 1999 (WA)" after "1926"; and

(f)     inserting "installations or facilities" before "and operations hereunder";

(5)    by inserting after subclause (6) of clause 11 the following new subclause:

        "(6a)  The provisions of subclauses (1) and (4) 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.";

(6)    by deleting clause 13 and substituting the following new clause:

"13.    The Joint Venturers shall ship, or procure the shipment of, all iron ore mined from the mineral lease, and sold:

(a)      from the Joint Venturers' wharf; or

(b)      from any other wharf in a loading port which wharf has been constructed under an Integration Agreement; or

(c)      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 their best endeavours to obtain therefor the best price possible having regard to market conditions from time to time prevailing PROVIDED THAT iron ore from the mineral lease may be sold by the Joint Venturers prior to or
at the time of the shipment under this Agreement at a price equal to the production costs in respect of that iron ore up to the point of sale, if:

(i)       the Minister is notified before the time of shipment that the sale is to be made at cost, providing details of the proposed sale; and

(ii)      the Minister is notified of the proposed arm's length purchaser in the relevant international seaborne iron ore market of the iron ore the subject of the proposed sale at cost; and

(iii)     there is included in the return lodged pursuant to clause 33(2) 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 when the sale was agreed between the arm's length purchaser and the seller; and

(iv)     the arm's length purchaser referred to in paragraph (iii) above is not then a designated purchaser as referred to below.

If required by notice in writing from the Minister, the Joint Venturers must provide the Minister within 30 days after receiving the notice with evidence that the transaction as included in the return pursuant to paragraph (iii) above 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 Joint Venturers 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 Joint Venturers. For the avoidance of doubt and without limiting the Minister's discretion above, the parties acknowledge that marketing entities forming part of a corporate group that includes the majority Joint Venturer (or
part of a parallel corporate group if that Joint Venturer is part of a dual‑listed corporate structure) are not independent participants for the purposes of this subclause.";

(7)    by inserting after clause 16 the following new clauses:

"Integrated use of works installations or facilities under the Integration Agreements

16A.   (1)   Subject to subclauses (2) to (7) of this clause and to the other provisions of this Agreement, the Joint Venturers 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 Joint Venturers carried on by them 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 9B) of:

(A)  iron ore mined from a Mining Act 1978 mining lease located in, or proximate to,
the Pilbara region of the said State which is held by a Related Entity alone or with a third party or parties (excluding any mining lease granted pursuant to, or held under, a Government agreement);

(B)   with the prior approval of the Minister, iron ore mined in, or proximate to, the Pilbara region of the said State under a Government agreement (excluding an Integration Agreement);

(C)   with the prior approval of the Minister, iron ore mined by a third party from a Mining Act 1978 mining lease located in, or proximate to, the Pilbara region of the said State (excluding under a Government agreement) which has been purchased by the Joint Venturers from the third party;

(D)  iron ore mined under an Integration Agreement;

(b)    make any existing or new works installations or facilities constructed or held under this Agreement available for use (wholly or partly) by another Integration Proponent during the continuance of its Integration Agreement in the activities of that Integration Proponent carried on by it pursuant to its Integration Agreement including, without limitation, as part of those activities, transporting by railway and shipping from a loading port and undertaking any ancillary and incidental activities in doing so (including, without limitation, blending permitted by that Integration Agreement) of:

(i)    iron ore mined from a Mining Act 1978 mining lease located in, or proximate to, the Pilbara region of the said State which
is held by a Related Entity alone or with a third party or parties (excluding any mining lease granted pursuant to, or held under, a Government agreement);

(ii)    with the prior approval of the Minister (as defined in that Integration Agreement), iron ore mined in, or proximate to, the Pilbara region of the said State under a Government agreement (excluding an Integration Agreement);

(iii)   with the prior approval of the Minister (as defined in that Integration Agreement), iron ore mined by a third party from a Mining Act 1978 mining lease located in, or proximate to, the Pilbara region of the said State (excluding under a Government agreement) which has been purchased by that Integration Proponent from the third party;

(iv)   iron ore mined under an Integration Agreement;

(c)    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)    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 this Agreement for the supply of electricity permitted to be made under an Integration Agreement.


(2)(a)A connection referred to in clause (1)(d) or construction, expansion, modification or other variation referred to in subclause (1)(e) by the Joint Venturers 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 Joint Venturers' activities carried on by them 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 8 and 8A or clause 16C 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 Joint Venturers 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 Port Hedland within the boundaries of the Port of Port Hedland; 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 Joint Venturers 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 16C; 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 Joint Venturers 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)    Notwithstanding the provisions of clauses 8A and 16C, the Minister may defer consideration of, or a decision upon, a proposal submitted by the Joint Venturers 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 Joint Venturers' 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 Joint Venturers first confirming with the Minister that the Minister is satisfied that the relevant company is a Related Entity.


(4)The Joint Venturers 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 their use, or in their 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 Joint Venturers 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 them 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 Joint Venturers' rights under clause 39.

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)      Nothing in this clause shall be construed to exempt the Joint Venturers from complying with, or the application of, the other provisions of this Agreement including, without limitation, clause 39 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 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

16B. (1)      For the purposes of this clause "Relevant Infrastructure" means any works installations or facilities (as defined in clause 16A(7)):

(a)    constructed or held under another Integration Agreement;

(b)    which the Joint Venturers are using in their activities pursuant to this Agreement;

(c)    which the Minister is satisfied (after consulting with the Joint Venturers 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 Joint Venturers to continue to carry on their activities pursuant to this Agreement; and


(d)in respect of which that other Integration Proponent has notified the Minister it consents to the Joint Venturers submitting proposals as referred to in subclause (2).

(2)      The Joint Venturers may as an additional proposal pursuant to clause 8 propose:

(a)    that they 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 Joint Venturers 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 8A shall mutatis mutandis apply to any such additional proposal. In addition the Joint Venturers acknowledge 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 Joint Venturers pursuant to clause 35 and while such notice remains unsatisfied.

Miscellaneous Licences for Railways

16C. (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 Joint Venturers' 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 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 Joint Venturers 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 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.

Joint Venturers to obtain prior Ministerial in‑principle approval

(2)   (a)      If the Joint Venturers wish, from time to time during the continuance of this Agreement, to proceed under this clause with a plan to develop a Railway they shall give notice thereof to the Minister and furnish to the Minister with that notice an outline of their plan.

(b)    The Minister shall within one month of a notice under paragraph (a) advise the Joint Venturers whether or not he approves in‑principle the proposed plan. The Minister shall afford the Joint Venturers 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 Joint Venturers have 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)      If the Minister gives in‑principle approval to a plan of the Joint Venturers to develop a Railway they 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 Joint Venturers). The parties acknowledge the intention is for the Joint Venturers 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 45 shall not apply to this subclause.

(b)    If the date by which the Joint Venturers 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 44, any agreement made pursuant to paragraph (a) before such date is extended or varied shall unless the Minister notifies the Joint Venturers otherwise be deemed to be at an end and neither party shall have any claim against the other in respect of it.

(c)    The Joint Venturers acknowledge that they 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, 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)).

Joint Venturers to submit proposals for Railway

(4)   (a)      The Joint Venturers 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 their
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 Joint Venturers’ 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 Joint Venturers pursuant to subclause 3(a);

(vii)  any other works, services or facilities desired by the Joint Venturers; 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 Joint Venturers, their 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 Joint Venturers may withdraw and may resubmit any proposal but the withdrawal of any proposal shall not affect the obligations of the Joint Venturers to submit a proposal under this subclause in respect of the subject matter of the withdrawn proposal.

(d)    The Joint Venturers shall, whenever any of the following matters referred to in this subclause are proposed by the Joint Venturers (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 they propose to consider obtaining from or having carried out or permitting to be obtained from or carried out outside Australia, together with their reasons therefor and shall, if required by the Minister consult with the Minister with respect thereto.


(e)At the time when the Joint Venturers submits the last of the said proposals pursuant to this subclause, they 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 Joint Venturers 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 8A shall apply mutatis mutandis to detailed proposals submitted under this subclause.

Additional Railway Proposals

(5)   (a)      If the Joint Venturers at any time during the currency of a Special Railway Licence desire to construct a Railway spur line (connecting to the Railway the subject of that Special Railway Licence) or desire to significantly modify, expand or otherwise vary their 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 them 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, they shall give notice of such desire to the Minister and furnish to the Minister with that notice an outline of their 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 Joint Venturers 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 Joint Venturers 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 (4)(a) (as referred to in paragraph (b)), the Joint Venturers 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 their 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 8A shall mutatis mutandis apply to detailed proposals submitted pursuant to this subclause.

Grant of Tenure

(6)   (a)      On application made by the Joint Venturers to the Minister in such manner as the Minister may determine, not later than 3 months after all their proposals submitted pursuant to subclause (4)(a) have been approved or deemed to be approved and the Joint Venturers have complied with the provisions of subclause (4)(e), the State notwithstanding the Mining Act 1978 shall cause to be granted to the Joint Venturers:

(i)    a miscellaneous licence to conduct within the Railway Corridor and in accordance with their 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 Part Three of the 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

(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 Part Four of the 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 Joint Venturers to the Minister in such manner as the Minister may determine, not later than 3 months after their 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 Joint Venturers have 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 Joint Venturers 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 Part Five of the 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.

(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 Joint Venturers 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 Joint Venturers 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 1978 in respect of stone, sand, clay and gravel which the Joint Venturers are permitted by subparagraph (i) to obtain from the land the subject of the Special Railway Licence.

(g)      For the purposes of this Agreement and without limiting the operation of paragraphs (a) to (f) inclusive above, the application of the Mining Act 1978 and the regulations made thereunder are specifically modified;

(i)     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 Joint Venturers (as defined in 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)";

(C)     deleting "for any one or more of the purposes prescribed" and substituting "for the purpose specified in clause 16C(6)(a)(i), clause 16C(6)(a)(ii) or clause 16C(6)(b), of 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";

(ii)    in section 91(3)(a), by deleting "prescribed form" and substituting "form required by 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";

(iii)   by deleting sections 91(6), 91(9), 91(10) and 91B;

(iv)   in section 92, by deleting "Sections 41, 42, 44, 46, 46A, 47 and 52 apply," and inserting "Section 46A (excluding in subsection (2)(a) "the mining registrar, the warden or") applies," and by deleting "in those provisions" and inserting "in that provision";

(v)   by deleting the full stop at the end of the section 94(1) and inserting, "except to the extent otherwise provided in, or to the extent that such terms and conditions are inconsistent with, the agreement ratified by and scheduled to the Iron Ore (Goldsworthy‑Nimingarra) Agreement Act 1972, as from time to time added to, varied or amended";

(vi)   by deleting sections 94(2), (3) and (4);

(vii)  in section 96(1), by inserting after "miscellaneous licence" the words "(not being a miscellaneous licence granted pursuant to the agreement ratified by and scheduled to the Iron Ore (Goldsworthy-
Nimingarra) Agreement Act 1972
, as from time to time added to, varied or amended";

(viii) by deleting mining regulations 37(2), 37(3), 42 and 42A; and

(ix)   by inserting at the beginning of mining regulations 41(c) and (f) the words "subject to 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".

(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 Joint Venturers' 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 Joint Venturers' 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)      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 Joint Venturers 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 Joint Venturers 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 Joint Venturers or any other person from compliance with the Rail Safety Act or limit its application to the Joint Venturers' operations generally (except as otherwise may be provided in that Act or regulations made under it).

(c)      The Joint Venturers 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 Joint Venturers 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 16B, the Joint Venturers 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 31 but subject to clause 16B) shall at all times own manage and control the
use of each Railway the subject of a Special Railway Licence held by the Joint Venturers.

(e)      The Joint Venturers 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 Joint Venturers so as not to unreasonably interfere with the Joint Venturers' operations.

(f)      The Joint Venturers' ownership of a Railway constructed pursuant to this clause shall not give them an interest in the land underlying it.

(g)      The Joint Venturers 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 Joint Venturers 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 Joint Venturers 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 16B, the Joint Venturers shall:

(i)    be responsible for the cost of construction and maintenance of all Private Roads constructed pursuant to this clause; and

(ii)    at their 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 Joint Venturers' activities and their invitees and licensees) from using the Private Roads; and

(iii)   at any place where any Private Roads are constructed by the Joint Venturers so as to cross any railways or public roads provide at their 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 clause 12A shall apply mutatis mutandis to any Railway or Railway spur line constructed pursuant to this clause
except that the Joint Venturers 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 Joint Venturers" means the persons from time to time comprising "the Joint Venturers" in their capacity as such under 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 in relation to the use or proposed use of land pursuant to clause 16C of that agreement after and in accordance with approved proposals under clause 16C of that agreement and in relation to the use of that land before any such approval of proposals where the Joint Venturers have 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 Joint Venturers as the case may be" after the words "owner of any land";

(c)      the insertion in section 18(3) of the words "or the Joint Venturers 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 Joint Venturers the conditions that the Minister may specify can as appropriate include, among other conditions, a condition restricting the Joint Venturers' 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 Joint Venturers submitted initial proposals thereunder for the Railway Operation (as defined in clause 16C(1) of the abovementioned agreement), or in the case of additional proposals submitted or to be submitted by the Joint Venturers 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 Joint Venturers acknowledge 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 Joint Venturers 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 Joint Venturers are 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 Joint Venturers.

(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

(B)    after "that Act" the following ‑

"or that Agreement as the case may be".

(c)     The Joint Venturers 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 Joint Venturers 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 Joint Venturers shall from the date occurring 6 months before the date for completion of construction of a Railway specified in their 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 Joint Venturers 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 Joint Venturers shall from the date occurring 6 months before the date for completion of construction of a Railway spur line specified in their 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 Joint Venturers 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.";

(8)    by inserting after subclause (1) of clause 18 the following new subclause:

         "(1a) To the extent determined by the Minister and subject to the provisions of the laws from time to time of the said State governing the generation, supply and transmission of electricity, the Joint Venturers may subject to and in accordance with approved proposals generate transmit and supply electricity 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 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." ;

(9)     by deleting clause 23;

(10)   in clause 33(1) by:

(a)    deleting paragraph (iv); and


(b)after paragraph (v), inserting the following new paragraphs:

"Where beneficiated ore is produced from an admixture of iron ore from the mineral lease and iron ore from elsewhere, a portion (and a portion only) of the beneficiated ore so produced being equal to the proportion that the amount of the iron in the iron ore from the mineral lease used in the production of that beneficiated ore bears to the total amount of iron in the iron ore so used shall be deemed to be produced from iron ore from the mineral lease.

Where for the purpose of determining f.o.b. value it is necessary to convert an amount or price to Australian currency, the conversion is to be calculated using a rate (excluding forward hedge or similar contract rates) that has been approved by the Minister at the request of the Joint Venturers 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 subclause.";

(11)  in clause 33(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 subclause (1)" after "the due date of 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 the proviso to clause 13, at the price notified pursuant to paragraph (iii) of that proviso:

(ii)     in any other case, invoices or provisional invoices (as the case may be) rendered by the Joint Venturers to
the purchaser (which invoices the Joint Venturers shall render without delay simultaneously furnishing copies thereof to the Minister) of such iron ore or on the basis of estimates as agreed or determined,

and shall from time to time in the next following appropriate return and payment make (by the return and by cash) all such necessary adjustments (and give to the Minister full details thereof) when the f.o.b. value shall have been finally calculated, agreed or determined.";

(12)  by deleting clause 33(3) and substituting the following new subclauses:

"(3)   The Joint Venturers shall permit the Minister or his nominee to inspect at all reasonable times the books, records, accounts, documents (including contracts), data and information of the Joint Venturers stored by any means relating to any shipment or sale of iron ore the subject of royalty hereunder and to take copies or extracts (in whatever form) therefrom and for the purpose of determining the f.o.b. value in respect of any shipment sale transfer or other disposal or use or production of iron ore the subject of royalty hereunder the Joint Venturers will take reasonable steps (i) to provide the Minister with current prices for iron ore outside and within the Commonwealth and other details and information that may be required by the Minister for the purpose of agreeing or determining the f.o.b. value and (ii) to satisfy the State either by certificate of a competent independent party acceptable to the State or otherwise to the Minister's reasonable satisfaction as to all relevant weights and analyses and will give due regard to any objection or representation made by the Minister or his nominee as to any particular weight or assay as iron ore which may affect the amount of royalty payable hereunder.

(3a)  The Joint Venturers 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 subclause (3) to enable the exercise of rights by the Minister or the Minister's nominee under subclause
(3), 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.";

(13)  by deleting clause 33(4);

(14)  in clause 34 by inserting "or pursuant hereto or held pursuant hereto" after "granted hereunder";

(15)  in clause 35 by:

         (a)    inserting "granted hereunder or pursuant hereto or held pursuant hereto" after "licence or other title";

(b)    inserting "or held pursuant hereto" after the 2 subsequent references to "granted hereunder or pursuant hereto";

(c)    inserting "or held pursuant hereto" after "mineral lease as permitted"; and

(d)    deleting "occupied by the Joint Venturers" and substituting "the subject of any lease licence easement or other title granted hereunder or pursuant hereto or held pursuant hereto";

(16)  in clause 36(a) by inserting "or held pursuant hereto" after "granted hereunder or pursuant hereto";

(17)  by inserting the following sentence at the end of clause 38:

"As a separate independent indemnity the Joint Venturers 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 Joint Venturers as referred to in clause 16A.";

(18)   in clause 39(3)(a) by inserting "or held pursuant hereto" after "granted hereunder or pursuant hereto";


(19)in clause 40(1) by inserting "or held pursuant hereto" after "granted hereunder or pursuant hereto"; and

(20)   by inserting after Part Two of the Schedule the following new Parts:


"PART THREE

 

WESTERN AUSTRALIA

 

IRON ORE (GOLDSWORTHY‑NIMINGARRA) AGREEMENT ACT 1972

 

MINING ACT 1978

 

MISCELLANEOUS LICENCE FOR A RAILWAY

AND OTHER PURPOSES

 

 

No. MISCELLANEOUS LICENCE [ ]

 

WHEREAS by the Agreement (hereinafter called "the Agreement") ratified by and scheduled to the Iron Ore (Goldsworthy‑Nimingarra) Agreement Act 1972, as from time to time added to, varied or amended, the State agreed to grant to [      ] (hereinafter with their successors and permitted assigns called "the Joint Venturers") a miscellaneous licence for the construction operation and maintenance of a Railway (as defined in clause 16C(1) of the Agreement and otherwise as provided in the Agreement) and, if applicable, other purposes AND WHEREAS the Joint Venturers pursuant to clause 16C(6)(a) of the Agreement have 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 (Goldsworthy-Nimingarra) Agreement Act 1972, as from time to time added to, varied or amended, the Joint Venturers are 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 16C(1) of the Agreement) and access roads to be located on the land the subject of this licence in accordance with the provisions of the Agreement and proposals approved under the Agreement, for the term of 50 years from the date hereof (subject to the sooner determination of the term upon the determination of the Agreement) and upon and subject to the terms covenants and conditions set out in the Agreement and the Mining Act 1978 as it applies to this licence, and any amendments to the Agreement and the Mining Act 1978 from time to time and to the terms and conditions (if any) now or hereafter endorsed hereon and the payment of rentals in respect of this licence in accordance with clause 16C(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 Joint Venturers be more than one the liability of the Joint Venturers 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 Joint Venturers are permitted to, in accordance with approved proposals, take stone, sand, clay and gravel from the land the subject of this licence for the construction, operation and maintenance of the Railway (including any Railway spur line) constructed within or approved for construction within the area of land the subject of this licence.

 

3.     Notwithstanding the Mining Act 1978, no royalty shall be payable under the Mining Act 1978 in respect of stone, sand, clay and gravel which the Joint Venturers are 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 Joint Venturers 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 16C(6)(h) or clause 16C(6)(i) of the Agreement.

 

2.     The Joint Venturers 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 16C(6)(h) of the Agreement for the purpose of such construction down to a maximum of 100 metres in width or as otherwise approved by the Minister (as defined in the Agreement) for the safe operation of that Railway spur line or expansion or extension thereof as the case may be then constructed or approved for construction under approved proposals.

 

3.     [Any further conditions which the Minister for Mines may, consistent with the provisions of the Agreement, determines and thereafter impose in respect of this licence including during the term of the Agreement.]

 

SCHEDULE

 

Land description

 

Locality:

Mineral Field

Area:

 

DATED at Perth this day of .

 

MINISTER FOR MINES

 


PART FOUR

 

WESTERN AUSTRALIA

 

IRON ORE (GOLDSWORTHY‑NIMINGARRA) AGREEMENT ACT 1972

 

MINING ACT 1978

 

MISCELLANEOUS LICENCE FOR A LATERAL ACCESS ROAD

 

 

No.            MISCELLANEOUS LICENCE [ ]

 

WHEREAS by the Agreement (hereinafter called "the Agreement") ratified and scheduled to the Iron Ore (Goldsworthy‑Nimingarra) Agreement Act 1972, as from time to time added to, varied or amended, the State agreed to grant to [            ] (hereinafter with their successors and permitted assigns called "the Joint Venturers") a miscellaneous licence for the construction use and maintenance of a Lateral Access Road (as defined in the Agreement) AND WHEREAS the Joint Venturers pursuant to clause 16C(6)(a)(ii) of the Agreement have 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 (Goldsworthy-Nimingarra) Agreement Act 1972,, as from time to time added to, varied or amended, the Joint Venturers are 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 16C(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 Joint Venturers be more than one the liability of the Joint Venturers 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

 

 

 


PART FIVE

 

WESTERN AUSTRALIA

 

IRON ORE (GOLDSWORTHY‑NIMINGARRA) AGREEMENT ACT 1972

 

MINING ACT 1978

 

MISCELLANEOUS LICENCE FOR A LATERAL ACCESS ROAD

 

 

No.            MISCELLANEOUS LICENCE [ ]

 

WHEREAS by the Agreement (hereinafter called "the Agreement") ratified by and scheduled to the Iron Ore (Goldsworthy‑Nimingarra) Agreement Act 1972, as from time to time added to, varied or amended, the State agreed to grant to [          ] (hereinafter with their successors and permitted assigns called "the Joint Venturers") a miscellaneous licence for the construction use and maintenance of a Lateral Access Road (as defined in the Agreement) AND WHEREAS the Joint Venturers pursuant to clause 16C(6)(b) of the Agreement have 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 (Goldsworthy-Nimingarra) Agreement Act 1972, as from time to time added to, varied or amended, the Joint Venturers are 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 16C(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 Joint Venturers be more than one the liability of the Joint Venturers 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".


EXECUTED as a deed.

 

SIGNED by THE HONOURABLE              )

COLIN JAMES BARNETT                        )       [Signature]

in the presence of:                                           )

 

[Signature]

STEPHEN WOOD

 

 

 

EXECUTED by BHP BILLITON                )

MINERALS PTY. LTD. ACN 008               )

694 782 in accordance with section 127(1)        )

of the Corporations Act                                   )

 

[Signature]

[Signature]

Signature of Director

Signature of Director/Company Secretary

 

 

STEWART HART

ROBIN B LEES

Signature of Director

Signature of Director/Company Secretary

 

 

 

EXECUTED by MITSUI IRON ORE          )

CORPORATION PTY. LTD. ACN             )

050 157 456 in accordance with section            )

127(1) of the Corporations Act                         )

 

 

[Signature]

[Signature]

Signature of Director

Signature of Director/Company Secretary

 

RYUZO NAKAMURA

GAVIN PETER PATTERSON

Signature of Director

Signature of Director/Company Secretary

 

 


Signed by Shuzaburo Tsuchihashi as)

attorney for ITOCHU MINERALS &           )

ENERGY OF AUSTRALIA PTY.                )

LTD. ACN  009 256 259 under power             )

of attorney dated 12 November 2010                )

in the presence of:                                           )

 

 

[Signature]

[Signature]

Signature of witness

Shuzaburo Tsuchihashi

 

YASUSHI FUKUMURA

Name of witness (print)

 

Part 10  Iron Ore (McCamey’s Monster) Agreement Authorisation Act 1972 amended

38.         Act amended

             This Part amends the Iron Ore (McCamey’s Monster) Agreement Authorisation Act 1972.

39.         Section 2A inserted

             After section 1 insert:

 

2A.        Term used: current Agreement

            In this Act —

    current Agreement means the agreement referred to in section 2 as varied from time to time.

 

40.         Section 3 amended

     (1)    In section 3 delete “When” and insert:

 

    (1)    When

 

     (2)    At the end of section 3 insert:

 

    (2)    To avoid doubt, it is declared that the provisions of the Public Works Act 1902 section 96 do not apply to a railway constructed under the current Agreement.

 

41.         Sections 4, 5 and 6 amended

             In sections 4(3), 5(3) and 6(4) delete “section 3,” and insert:

 

             section 3(1),

 

42.         Sections 8 and 9 inserted

             After section 7 insert:

 

8.           Fourth Variation Agreement

    (1)    The agreement (fourth Variation Agreement) a copy of which is set out in Schedule 5 is ratified.

    (2)    The implementation of the fourth Variation Agreement is authorised.

    (3)    Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the fourth Variation Agreement is to operate and take effect despite any other Act or law.

9.           State empowered under clause 11E(9)(a)

            The State has power in accordance with clause 11E(9)(a) of the current Agreement.

 

43.         Schedule 5 inserted

             After Schedule 4 insert:

Schedule 5 — Fourth Variation Agreement

[s. 8]

2010

THE HONOURABLE COLIN JAMES BARNETT

PREMIER OF THE STATE OF WESTERN AUSTRALIA

AND

BHP IRON ORE (JIMBLEBAR) PTY. LTD.

ACN 009 114 210

 

 

IRON ORE (McCAMEY'S MONSTER) AGREEMENT 1972

 

RATIFIED VARIATION AGREEMENT

 

 

[Solicitor’s details]


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 its instrumentalities from time to time (State)

AND

BHP IRON ORE (JIMBLEBAR) PTY. LTD. ACN 009 114 210 of Level 17, St Georges Square, 225 St Georges Terrace, Perth, Western Australia (Company).

 

RECITALS

A.     The State and the Company are now the parties to the agreement authorised by and as scheduled to the Iron Ore (McCamey's Monster) Agreement Authorisation Act 1972 and which as subsequently added to, varied or amended is referred to in this Agreement as the "Principal Agreement".

B.     The State and the Company wish to vary the Principal Agreement.

 

THE PARTIES AGREE AS FOLLOWS:

1.     Subject to the context, the words and expressions used in this Agreement have the same meanings respectively as they have in and for the purpose of the Principal Agreement.

2.     The State shall sponsor a Bill in the Parliament of Western Australia to ratify this Agreement and shall endeavour to secure its passage as an Act prior to 31 December 2010 or such later date as the parties may agree.

3.      (a)    Clause 4 does not come into operation unless or until an Act passed in accordance with clause 2 ratifies this Agreement.


(b)If by 30 June 2011, or such later date as may be agreed pursuant to clause 2, clause 4 has not come into operation then unless the parties hereto otherwise agree this Agreement shall cease and determine and neither party shall have any claim against the other party with respect to any matter or thing arising out of or done or performed or omitted to be done or performed under this Agreement.

4.     The Principal Agreement is varied as follows:

(1)    in clause 1:

(a)    by deleting the current definitions of "approved proposals", "direct shipping ore", "fine ore", "fines", "f.o.b. revenue", "iron ore" and "Minister for Minerals and Energy" and;

(b)    by inserting in the appropriate alphabetical positions the following new definitions:

"agreed or determined" means agreed between the Joint Venturers and the Minister or, failing agreement within three months of the Minister giving notice to the Joint Venturers 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 Joint Venturers, consultation with the Joint Venturers and their consultants in regard thereto) and in agreeing or determining a fair and reasonable market value of such iron ore assessed on an arm's length basis the Joint Venturers and/or the Minister as the case may be shall have regard to:

(i)      in the case of iron ore initially sold at cost pursuant to the proviso to clause 11(10), the prices for that type of iron ore prevailing at the time the price for such iron ore was agreed between the arm's length purchaser referred to in paragraph (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 Joint Venturers 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;

"approved proposal" means a proposal approved or determined under this Agreement;

"beneficiated ore" means iron ore that has been concentrated or upgraded (otherwise than solely by crushing, screening, separating by hydrocycloning or a similar technology which uses primarily size as a criterion, washing, scrubbing, trommelling or drying or by a combination of 2 or more of those processes) by the Joint Venturers in a plant constructed pursuant to a proposal approved pursuant to an Integration Agreement or in such other plant as is approved by the Minister after consultation with the Minister for Mines and "beneficiation" and "beneficiate" have corresponding meanings;

"deemed f.o.b. point" means on ship at the relevant loading port;

"deemed f.o.b. value" means an agreed or determined value of the iron ore as if the iron ore was sold f.o.b. at the deemed f.o.b. point as at:

(a)    in the case of iron ore the property of the Joint Venturers which is shipped out of the said State, the date of shipment; and

(b)    in any other case, the date of sale, transfer of ownership, disposal or use as the case may be;


"EP Act" means the Environmental Protection Act 1986 (WA);

"fine ore" means iron ore (not being beneficiated ore) which is screened and will pass through a 6.3 millimetre mesh screen;

"f.o.b. value" means:

(i)     subject to paragraph (ii), in the case of iron ore products shipped and sold by the Joint Venturers, the price which is payable for the iron ore products by the purchaser thereof to the Joint Venturers 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 products does not represent a fair and reasonable market value for those types of iron ore products assessed on an arm's length basis, such amount as is agreed or determined as representing such a fair and reasonable market value, less all export duties and export taxes payable to the Commonwealth on the export of the iron ore products and all costs and charges properly incurred and payable by the Joint Venturers from the time the iron ore products shall be placed on ship at the relevant loading port 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 products from port of discharge to the smelter and evidenced by relevant invoices;


(5)all weighing sampling assaying inspection and representation costs;

(6)    all shipping agency charges after loading on and departure of ship from the relevant loading port;

(7)    all import taxes by the country of the port of discharge; and

(8)    such other costs and charges as the Minister may in his discretion consider reasonable in respect of any shipment or sale;

(ii)     in the case of iron ore initially sold at cost pursuant to the proviso to clause 11(10), the price which is payable for the iron ore by the arm's length purchaser as referred to in paragraph (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; and

(iii)    in all other cases, the deemed f.o.b. value.

For the purpose of subparagraph (i) of this definition, it is acknowledged that the consideration payable in an arm's length transaction for iron ore products sold solely for testing purposes may be less than the fair and reasonable market value for those iron ore products and in this circumstance where the Minister in his discretion is satisfied such consideration represents the entire consideration payable, the Minister shall be taken to be satisfied that such entire consideration represents the fair and reasonable market value;


"Government agreement" has the meaning given in the Government Agreements Act 1979 (WA);

"Integration Agreement" means:

(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

(i)     the agreement ratified by and scheduled to the Iron Ore (Goldsworthy‑Nimingarra) Agreement Act 1972, as from time to time added to, varied or amended; or


(j)the agreement authorised by and as scheduled to the Iron Ore (McCamey's Monster) Agreement Authorisation Act 1972, as from time to time added to, varied or amended; or

(k)    the agreement ratified by and scheduled to the Iron Ore (Marillana Creek) Agreement Act 1991, as from time to time added to, varied or amended;

"Integration Proponent" means in relation to an Integration Agreement, "the Company" or "the Joint Venturers" as the case may be as defined in, and for the purpose of, that Integration Agreement;

"iron ore" includes, without limitation, beneficiated ore;

"laws relating to native title" means laws applicable from time to time in the said State in respect of native title and includes the Native Title Act 1993 (Commonwealth);

"loading port" means:

(a)    the Port of Dampier; or

(b)    Port Walcott; or

(c)    the Port of Port Hedland; or

(d)    any other port constructed after the variation date under an Integration Agreement; or

(e)    such other port approved by the Minister at the request of the Joint Venturers from time to time for the shipment of iron ore from the mineral lease;

"lump ore" means iron ore (not being beneficiated ore) which is screened and will not pass through a 6.3 millimetre mesh screen;


"Mount Newman Agreement" means 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;

"Minister for Mines" means the Minister in the Government of the said State for the time being responsible for the administration of the Mining Act 1904 and the Mining Act 1978;

"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 Joint Venturers comes into operation;

"washing" means a process of separation by water using only size as a criterion;

(c)    in the definition of "Joint Venturers' wharf" by inserting "and in clauses 11(10) and 23(2)(a) also any additional wharf constructed by the Joint Venturers pursuant to this Agreement" before the semi colon;


(d)in the definition of "metallised agglomerates" by deleting "or iron ore concentrates";

(e)    in the definition of "mineral lease" by inserting "and any areas added to it pursuant to clause 11B" before the semi colon; and

(f)     in the definition of "secondary processing" by deleting "the concentration or other beneficiation of iron ore otherwise than by washing crushing or screening or any combination thereof" and substituting "the beneficiation of iron ore";

(2)    in clause 2:

(a)    by inserting in subclause (1)(c) "and clause headings" after "marginal notes"; and

(b)    by inserting after subclause (3) the following new subclause:

"(4)   Nothing in this Agreement shall be construed:

(a)    to exempt the Joint Venturers from compliance with any requirement in connection with the protection of the environment arising out of or incidental to their activities under this Agreement that may be made by or under the EP Act; or

(b)    to exempt the State or the Joint Venturers from compliance with or to require the State or the Joint Venturers to do anything contrary to any laws relating to native title or any lawful obligation or requirement imposed on the State or the Joint Venturers as the case may be pursuant to any laws relating to native title; or

(c)    to exempt the Joint Venturers from compliance with the provisions of the Aboriginal Heritage Act 1972 (WA).";


(3)in clause 5 by deleting "Minister for Minerals and Energy" in paragraphs (d), (e) and (f) and substituting "Minister for Mines";

(4)     in clause 9(1):

(a)    by inserting "after the variation date" after "this Agreement";

(b)    by inserting "significantly" before "modify";

(c)    by inserting "carried on pursuant to this Agreement" after "vary their activities";

(d)    by inserting "(other than under clauses 9C, 11A or 11E)" after "any approved proposals"; and

(e)    by deleting the last sentence and substituting the following sentence:

"The provisions of clause 7(5) shall apply mutatis mutandis to detailed proposals submitted pursuant to this subclause.";

(5)    by renumbering subclauses (2) and (3) of clause 9 as (6) and (7) respectively;

(6)    by inserting after subclause (1) of clause 9 the following new subclauses:

"(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 Joint Venturers 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 Joint Venturers submit the said proposals they 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 they propose to consider obtaining from or having carried out or permitting to be obtained from or carried out outside Australia together with their reasons therefor and shall, if required by the Minister, consult with the Minister with respect thereto.

(5)    The Joint Venturers may withdraw their 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 9A, within 3 months after the award by notice to the Minister that they shall not be proceeding with the same.";

(7)    by renumbering clause 9A as clause 9C and in subclause (4) deleting "Clauses 7 and 8" and substituting "clauses 9(2) to (5) and clause 9A";

(8)    by inserting after clause 9 the following new clauses:

"Consideration of Joint Venturers' proposals under clause 9

9A. (1)       In respect of each proposal pursuant to subclause (1) of clause 9 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 proposals 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 Joint Venturers
submit a further proposal or proposals in respect of some other of the matters mentioned in clause 9(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 Joint Venturers 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 Joint Venturers 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)     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 Joint Venturers.

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 11C for the purpose of that clause) as contemplated by clause 11C. It may not be so exercised in respect of a proposal if pursuant to clause 9B(5) the Minister, prior to the submission of the proposal, advised the Joint Venturers 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 9B(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 9B(5) in respect of that single preferred development.

(2)    The Minister shall within 2 months after receipt of proposals pursuant to clause 9(1) give notice to the Joint Venturers 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 Joint Venturers of his decision in respect to the proposal within 2 months after service on him of an authority under section 45(7) of the EP Act.

(3)    If the decision of the Minister is as mentioned in either of paragraphs (a), (c) or (d) of subclause (1) the Minister shall afford the Joint Venturers full opportunity to consult with him and should they so desire to submit new or revised proposals either generally or in respect to some particular matter.


(4)If the decision of the Minister is as mentioned in either of paragraphs (c) or (d) of subclause (1) and the Joint Venturers consider that the decision is unreasonable the Joint Venturers 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 Joint Venturers 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 Joint Venturers shall implement the approved proposals in accordance with the terms thereof.

(7)    Notwithstanding clause 45, the Minister may during the implementation of approved proposals approve variations to those proposals.

Notification of possible proposals

9B. (1)      If the Joint Venturers, 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 11C) for the matter to be undertaken, intends to further consider the matter with a view to possibly submitting such proposals they 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 Joint Venturers of the Minister's views of the matter at that stage.

(3)    If the Joint Venturers are informed of the Minister's views, they shall take them into account in deciding whether or not to proceed with their 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 Joint Venturers have 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 11C for the purpose of that clause) as contemplated by clause 11C.

(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


(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 Joint Venturers.

(c)    At any time prior to submission of proposals the Joint Venturers may give to the Minister notice of their single preferred development and request the Minister to confirm that the Minister has no public interest concerns with that single preferred development.

(d)     The Joint Venturers shall furnish to the Minister with their 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)     their progress in undertaking any feasibility or other studies or matters to be completed before submission of proposals; and

(iii)    their timetable for obtaining required statutory and other approvals in relation to the submission and approval of proposals; and

(iv)    their tenure requirements.

(e)    If so required by the Minister, the Joint Venturers 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 Joint Venturers' 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 Joint Venturers:

(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)     If the Minister gives the advice mentioned in paragraph (f)(ii) the Joint Venturers may, should they 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.";

(9)    in clause 11(2) by deleting "Minister for Minerals and Energy" and substituting "Minister for Mines";

(10)  by inserting after subclause (8) of clause 11 the following new subclauses:

"Blending of iron ore

(9)    (a)     The Joint Venturers may blend iron ore mined from the mineral lease with any:

(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 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.

(b)      The authority given under paragraph (a) is subject to the Minister being reasonably satisfied that there are in place adequate systems and controls for the correct apportionment of the quantities of iron ore being blended as between each of the sources referred to in paragraph (a), which systems and controls monitor production, processing, transportation, stockpiling and shipping of all such iron ore. If at any time the Minister ceases to be so satisfied he may, after consulting the Joint Venturers and provided the Joint Venturers have not within three (3) months after the commencement of such consultation addressed the matters of concern to the Minister to his satisfaction, by notice in writing to the Joint Venturers suspend the above authority in respect of the relevant blending arrangements until he is again satisfied in terms of this paragraph (b).

(c)      If any blending of iron ore occurs as contemplated by this subclause, then for the purposes of clauses 31(1)
and (2), a portion of the iron ore so blended being equal to the proportion that the amount of iron ore from the mineral lease used in the admixture of iron ore bears to the total amount of iron ore so blended, shall be deemed to be produced from the mineral lease.

Shipment of and price for iron ore

(10)  Throughout the continuance of this Agreement the Joint Venturers shall ship, or procure the shipment of, all iron ore mined from the mineral lease, and sold:

(a)   from the Joint Venturers' wharf; or

(b)   from any other wharf in a loading port which wharf has been constructed under an Integration Agreement; or

(c)   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 their best endeavours to obtain therefor the best price possible having regard to market conditions from time to time prevailing PROVIDED THAT iron ore from the mineral lease may be sold by the Joint Venturers prior to or at the time of the shipment under this Agreement at a price equal to the production costs in respect of that iron ore up to the point of sale, if:

(i)    the Minister is notified before the time of shipment that the sale is to be made at cost, providing details of the proposed sale; and

(ii)   the Minister is notified of the proposed arm's length purchaser in the relevant international seaborne iron ore market of the iron ore the subject of the proposed sale at cost; and


(iii)there is included in the return lodged pursuant to clause 31(2) 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 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 below.

If required by notice in writing from the Minister, the Joint Venturers must provide the Minister within 30 days after receiving the notice with evidence that the transaction as included in the return pursuant to paragraph (iii) above 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 Joint Venturers 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 Joint Venturers. For the avoidance of doubt and without limiting the Minister discretion above, the parties acknowledge that marketing entities forming part of a corporate group that includes the majority Joint Venturer (or part of a parallel corporate group if that Joint Venturer is part of a dual‑listed corporate structure) are not independent participants for the purposes of this subclause.";

(11)  in subclause (7) of clause 11A by deleting paragraphs (b) and (c) and substituting the following new paragraph:

"(b)   The provisions of clauses 7(2), 7(5), 9(2) to (5) and 9A shall apply to detailed proposals submitted pursuant to this subclause.";


(12)by inserting after clause 11A the following new clauses:

"Additional areas

11B.  (1)    Notwithstanding the provisions of the Mining Act 1904 or the Mining Act 1978 the Joint Venturers may from time to time during the currency of this Agreement apply to the Minister for areas held by the Joint Venturers or an associated company under a mining tenement granted under the Mining Act 1978 to be included in the mineral lease but so that the total area of the mineral lease, any land that may be included in the mineral lease pursuant to this Agreement and of any other mineral lease or mining lease granted under or pursuant to this Agreement (as aggregated) shall not at any time exceed 777 square kilometres. The Minister shall confer with the Minister for Mines in regard to any such application and if they approve the application the Minister for Mines shall upon the surrender of the relevant mining tenement include the area the subject thereof in the mineral lease by endorsement subject to such of the conditions of the surrendered mining tenement as the Minister for Mines determines but otherwise subject to the same terms covenants and conditions as apply to the mineral lease (with such apportionment of rents as is necessary) and notwithstanding that the survey of such additional land has not been completed but subject to correction to accord with the survey when completed at the Joint Venturers' expense.

(2)    The Minister may approve, upon application by the Joint Venturers 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 Joint Venturers 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 Joint Venturers desire to commence mining of iron ore or to carry out any other activities (other than as aforesaid) on the said areas they 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 their 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 clauses 9 or 11A as the case may be.

Integrated use of works installations or facilities under the Integration Agreements

11C. (1)      Subject to subclauses (2) to (7) of this clause and to the other provisions of this Agreement, the Joint Venturers 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 Joint Venturers carried on by them 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 11(9)) of:

(A)   iron ore mined from a Mining Act 1978 mining lease located in, or proximate to, the Pilbara region of the said State which is held by a Related Entity alone or with a third party or parties (excluding any mining lease granted pursuant to, or held under, a Government agreement);

(B)   with the prior approval of the Minister, iron ore mined in, or proximate to, the Pilbara region of the said State under a Government agreement (excluding an Integration Agreement);

(C)   with the prior approval of the Minister, iron ore mined by a third party from a Mining Act 1978 mining lease located in, or proximate to, the Pilbara region of the said State (excluding under a Government agreement) which has been purchased by the Joint Venturers from the third party;

(D)   iron ore mined under an Integration Agreement;

(b)    make any existing or new works installations or facilities constructed or held under this Agreement available for use (wholly or partly) by another Integration Proponent during the continuance of its Integration Agreement in the
activities of that Integration Proponent carried on by it pursuant to its Integration Agreement including, without limitation, as part of those activities, transporting by railway and shipping from a loading port and undertaking any ancillary and incidental activities in doing so (including, without limitation, blending permitted by that Integration Agreement) of:

(i)     iron ore mined from a Mining Act 1978 mining lease located in, or proximate to, the Pilbara region of the said State which is held by a Related Entity alone or with a third party or parties (excluding any mining lease granted pursuant to, or held under, a Government agreement);

(ii)     with the prior approval of the Minister (as defined in that Integration Agreement), iron ore mined in, or proximate to, the Pilbara region of the said State under a Government agreement (excluding an Integration Agreement);

(iii)    with the prior approval of the Minister (as defined in the Integration Agreement), iron ore mined by a third party from a Mining Act 1978 mining lease located in, or proximate to, the Pilbara region of the said State (excluding under a Government agreement) which has been purchased by that Integration Proponent from the third party;

(iv)    iron ore mined under an Integration Agreement;

(c)    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)    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 this Agreement for the supply of electricity permitted to be made under an Integration Agreement.

(2)     (a)    A connection referred to in subclause (1)(d) or construction, expansion, modification or other variation referred to in subclause (1)(e) by the Joint Venturers 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 Joint Venturers' activities carried on by them 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 9 and 9A or clauses 11A or 11E 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 Joint Venturers 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 in accordance with their rights (if any) under this Agreement as those rights stood immediately prior to the variation date; 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 Joint Venturers 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 11E; 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 Joint Venturers 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)    Notwithstanding the provisions of clauses 9B, 11B, and 11E, the Minister may defer consideration of, or a decision upon, a proposal submitted by the Joint Venturers 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 Joint Venturers' 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 Joint Venturers first confirming with the Minister that the Minister is satisfied that the relevant company is a Related Entity.

(4)    The Joint Venturers 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 their use, or in their 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 Joint Venturers 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 Joint Venturers 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 Joint Venturers' rights under clause 40.

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)    Nothing in this clause shall be construed to exempt the Joint Venturers from complying with, or the application of, the other provisions of this Agreement including, without limitation, clause 40 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 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

11D. (1) For the purposes of this clause "Relevant Infrastructure" means any works installations or facilities (as defined in clause 11C(7)):

(a)    constructed or held under another Integration Agreement;

(b)    which the Joint Venturers are using in their activities pursuant to this Agreement;


(c)which the Minister is satisfied (after consulting with the Joint Venturers 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 Joint Venturers to continue to carry on their activities pursuant to this Agreement; and

(d)    in respect of which that other Integration Proponent has notified the Minister it consents to the Joint Venturers submitting proposals as referred to in subclause (2).

(2)   The Joint Venturers may as an additional proposal pursuant to clause 9 propose:

(a)    that they 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 Joint Venturers 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 9A shall mutatis mutandis apply to any such additional proposal. In addition the Joint Venturers acknowledge 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 Joint Venturers pursuant to clause 42(1) and while such notice remains unsatisfied.

Miscellaneous Licences for Railways

11E. (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 Joint Venturers' 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 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 Joint Venturers 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 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.

Joint Venturers to obtain prior Ministerial in‑principle approval

(2)     (a)    If the Joint Venturers wish, from time to time during the continuance of this Agreement, to proceed under this clause with a plan to develop a Railway they shall give notice thereof to the Minister and furnish to the Minister with that notice an outline of their plan.

                  (b)    The Minister shall within one month of a notice under paragraph (a) advise the Joint Venturers whether or not he approves in‑principle the proposed plan. The Minister shall afford the
Joint Venturers 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 Joint Venturers have 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)    If the Minister gives in‑principle approval to a plan of the Joint Venturers to develop a Railway they 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 Joint Venturers). The parties acknowledge the intention is for the Joint Venturers 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 49 shall not apply to this subclause.

                   (b)   If the date by which the Joint Venturers 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 46, any agreement made pursuant to paragraph (a) before such date is extended or varied shall unless the Minister notifies the Joint Venturers otherwise be deemed to be at an end and neither party shall have any claim against the other in respect of it.

                       (c)    The Joint Venturers acknowledge that they 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, 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)).

        Joint Venturers to submit proposals for Railway

(4)     (a)    The Joint Venturers 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 their 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 Joint Venturers' 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 Joint Venturers pursuant to subclause 3(a);

(vii)   any other works, services or facilities desired by the Joint Venturers; 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 Joint Venturers, their 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 Joint Venturers may withdraw and may resubmit any proposal but the withdrawal of any proposal shall not affect the obligations of the Joint Venturers to submit a proposal under this subclause in respect of the subject matter of the withdrawn proposal.

                   (d)   The Joint Venturers shall, whenever any of the following matters referred to in this subclause are proposed by the Joint Venturers (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 they propose to consider obtaining from or having carried out or permitting to be obtained from or carried out outside Australia, together with their reasons therefor and shall, if required by the Minister consult with the Minister with respect thereto.

                   (e)   At the time when the Joint Venturers submit the last of the said proposals pursuant to this subclause, they 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 Joint Venturers 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 9A shall apply mutatis mutandis to detailed proposals submitted under this subclause.

Additional Railway Proposals

(5)    (a)   If the Joint Venturers at any time during the currency of a Special Railway Licence desire to construct a Railway spur line (connecting to the Railway the subject of that Special Railway Licence) or desire to significantly modify, expand or otherwise vary their 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 them 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, they shall give notice of such desire to the Minister and furnish to the Minister with that notice an outline of their 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 Joint Venturers 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 Joint Venturers 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 Joint Venturers 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 9A shall mutatis mutandis apply to detailed proposals submitted pursuant to this subclause.

Grant of Tenure

(6)    (a)     On application made by the Joint Venturers to the Minister in such manner as the Minister may determine, not later than 3 months after all their proposals submitted pursuant to subclause (4)(a) have been approved or deemed to be approved and the Joint Venturers have complied with the provisions of subclause (4)(e), the State notwithstanding the Mining Act 1978 shall cause to be granted to the Joint Venturers:

(i)    a miscellaneous licence to conduct within the Railway Corridor and in accordance with their 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 Second 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

                                     (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 Third 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 Joint Venturers to the Minister in such manner as the Minister may determine, not later than 3 months after their 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 Joint Venturers have 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 Joint Venturers 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 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.

(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 Joint Venturers 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 Joint Venturers 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 1978 in respect of stone, sand, clay and gravel which the Joint Venturers are permitted by subparagraph (i) to obtain from the land the subject of the Special Railway Licence.

(g)    For the purposes of this Agreement and without limiting the operation of paragraphs (a) to (f) inclusive above, the application of the Mining Act 1978 and the regulations made thereunder are specifically modified;


(i)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 Joint Venturers (as defined in 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)";

(C)    deleting "for any one or more of the purposes prescribed" and substituting "for the purpose specified in clause 11E(6)(a)(i), clause 11E(6)(a)(ii) or clause 11E(6)(b), of 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";

(ii)     in section 91(3)(a), by deleting "prescribed form" and substituting "form required by 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";

(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 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";

(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 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";

(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 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".

(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 Joint Venturers' 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 Joint Venturers' 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)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 Joint Venturers 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 Joint Venturers 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 Joint Venturers or any other person from compliance with the Rail Safety Act or limit its application to the Joint Venturers' operations generally (except as otherwise may be provided in that Act or regulations made under it).

(c)     The Joint Venturers 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 Joint Venturers 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 11D, the Joint Venturers 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 40A but subject to clause 11D) shall at all times own manage and control the use of each Railway the subject of a Special Railway Licence held by the Joint Venturers.

(e)     The Joint Venturers 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 Joint Venturers so as not to unreasonably interfere with the Joint Venturers' operations.

(f)     The Joint Venturers' ownership of a Railway constructed pursuant to this clause shall not give them an interest in the land underlying it.

(g)     The Joint Venturers 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 Joint Venturers 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 Joint Venturers 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 11D, the Joint Venturers shall:

(i)      be responsible for the cost of construction and maintenance of all Private Roads constructed pursuant to this clause; and

(ii)     at their 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 Joint Venturers' activities and their invitees and licensees) from using the Private Roads; and

(iii)    at any place where any Private Roads are constructed by the Joint Venturers so as to cross any railways or public roads provide at their 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 19(2a) and (3) regarding third party access shall apply mutatis mutandis to any Railway or
Railway spur line constructed pursuant to this clause except that the Joint Venturers 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 Joint Venturers" means the persons from time to time comprising "the Joint Venturers" in their capacity as such under the agreement authorised by and scheduled to the Iron Ore (McCamey's Monster) Agreement Authorisation Act 1972, as from time to time added to, varied or amended in relation to the use or proposed use of land pursuant to clause 11E of that agreement after and in accordance with approved proposals under clause 11E of that agreement and in relation to the use of that land before any such approval of proposals where the Joint Venturers have 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 Joint Venturers as the case may be" after the words "owner of any land";

(c)     the insertion in section 18(3) of the words "or the Joint Venturers 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 Joint Venturers the conditions that the Minister may specify can as appropriate include, among other conditions, a condition restricting the Joint Venturers' 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 Joint Venturers' submitted initial proposals thereunder for the Railway
Operation (as defined in clause 11E(1) of the abovementioned agreement), or in the case of additional proposals submitted or to be submitted by the Joint Venturers 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 Joint Venturers acknowledge 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 Joint Venturers 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 Joint Venturers 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 Joint Venturers.

(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

(B)    after "that Act" the following ‑

         "or that Agreement as the case may be".

(c)    The Joint Venturers 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 Joint Venturers 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 Joint Venturers shall from the date occurring 6 months before the date for completion of construction of a Railway specified in their 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 Joint Venturers 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 Joint Venturers shall from the date occurring 6 months before the date for completion of construction of a Railway
spur line specified in their 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 Joint Venturers 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.";

(13)  in clause 13(2)(b)(ii) by deleting all the words after "the rental payable thereunder shall be" and substituting "a commercial rental";

(14)  by inserting after subclause (2) of clause 13 the following new subclause:

        "(2a)  The provisions of subclauses (1) and (2) of this clause shall not operate so as to require the State to grant or vary, or cause to be granted or varied, any lease licence or other right or title until all processes necessary under any laws relating to native title to enable that grant or variation to proceed, have been completed.";

(15)  by deleting clause 19(4).

(16)  by deleting clause 26;

(17)   in clause 31(1):

(a)    by deleting "The" and substituting "Subject to subclause (1a), the";


(b)by in paragraph (a):

(i)     deleting "direct shipping ore" and substituting "lump ore";

(ii)    deleting "and fines";

(iii)   deleting "or fines are" and substituting "is"; and

(iv)   deleting "f.o.b. revenue (computed at the rate of exchange prevailing on the date of receipt by the Joint Venturers of the purchase price of such iron ore products)" and substituting "f.o.b. value";

(c)    by in paragraph (aa) deleting "f.o.b. revenue" in both subparagraphs (i) and (ii) and substituting "f.o.b. value";

(d)    by in paragraph (ab):

(i)     deleting "and fines";

(ii)    deleting "or fines are" and substituting "is"; and

(iii)   deleting "f.o.b. revenue (computed as mentioned in paragraph (a) of this clause aforesaid)" and substituting "f.o.b. value";

(e)    by in paragraph (ac):

(i)     deleting "iron ore concentrates" and substituting "beneficiated ore"; and

(ii)    deleting "f.o.b. revenue (computed as mentioned in paragraph (a) of this subclause)" and substituting "f.o.b. value";

(f)     by in paragraph (b):

(i)     deleting "3¾%" and substituting "7.5%"; and


(ii)deleting "f.o.b. revenue (computed as mentioned in paragraph (a) of this subclause)" and substituting "f.o.b. value"; and

(g)    inserting after paragraph (h) and the following new paragraphs:

"Where beneficiated ore is produced from an admixture of iron ore from the mineral lease and other iron ore a portion (and a portion only) of the beneficiated ore 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 that beneficiated ore bears to the total amount of iron in the iron ore so used shall be deemed to be produced from iron ore from the mineral lease.

Where for the purpose of determining f.o.b. value it is necessary to convert an amount or price to Australian currency, the conversion is to be calculated using a rate (excluding forward hedge or similar contract rates) that has been approved by the Minister at the request of the Joint Venturers 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.";

(18)  by inserting after subclause (1) of clause 31 the following new subclause:

(1a)  The Joint Venturers shall be relieved from liability to pay royalty under this Agreement on iron ore products purchased, shipped and sold by the Company (as defined in the Mount Newman Agreement) if and to the extent that royalty on such iron ore products has been paid in accordance with clause 9(2)(ja) of the Mount Newman Agreement.


(19)in clause 31(2):

(a)    by 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 subclause (1)" after "due date of the return"; and

(b)    deleting all the words after "calculated on the basis of" and substituting a colon followed by:

"(i)     in the case of iron ore initially sold at cost pursuant to the proviso to clause 11(10), at the price notified pursuant to paragraph (iii) of that proviso;

(ii)     in any other case, invoices or provisional invoices (as the case may be) rendered by the Joint Venturers to the purchaser (which invoices the Joint Venturers shall render without delay simultaneously furnishing copies thereof to the Minister) of such iron ore or on the basis of estimates as agreed or determined,

        and shall from time to time in the next following appropriate return and payment make (by the return and by cash) all such necessary adjustments (and give to the Minister full details thereof) when the f.o.b. value shall have been finally calculated, agreed or determined."; and

(c)    deleting all references to "Minister for Minerals and Energy" and substituting "Minister for Mines";

(20)  in clause 31(3):

(a)    in paragraph (a)

(i)     by in subparagraph (i)(A) deleting "and other documents of the Joint Venturers relative to the Joint Venturers' operations hereunder and" and substituting ", documents, data and information of the Joint Venturers stored by any means relating";


(ii)by in subparagraph (i)(B) inserting "(in whatever form)" after "copies" and by deleting "and other documents" and substituting ", documents, data and information"; and

(iii)    by deleting all references to "Minister for Minerals and Energy" and substituting "Minister for Mines";

(b)    in paragraph (b) by deleting all references to "Minister for Minerals and Energy" and substituting "Minister for Mines"; and

(c)    by inserting a new paragraph (c) as follows:

"(c)   The Joint Venturers 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 (a) to enable the exercise of rights by the Minister for Mines or the Minister's nominee under paragraph (a), 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.";

(21)   by inserting after clause 40 the following new clause:

" Subcontracting

40A. Without affecting the liabilities of the parties under this Agreement each of the State and the Joint Venturers will have the right from time to time to entrust to third parties the carrying out of any portions of the activities which it is authorised or obliged to carry out hereunder.";

(22)  in clause 42(1) by:

          (a)   in paragraph (a) inserting "granted hereunder or pursuant hereto or held pursuant hereto" after "easement or other title"; and


(b)in paragraph (c), and in the paragraph following it, inserting "or held pursuant hereto" after "granted hereunder or pursuant hereto";

(23)  in clause 42(2) by deleting "occupied by the Joint Venturers" 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";

(24)  in clause 43(1)(a) by inserting "or held pursuant hereto" after "granted hereunder or pursuant hereto";

(25)  in clause 43(2) by inserting "or pursuant hereto or held pursuant hereto" after "grant made hereunder";

(26)  by inserting the following sentence at the end of clause 44:

"As a separate independent indemnity the Joint Venturers 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 Joint Venturers as referred to in clause 11C.";

       (27)    in clause 45(1) by inserting "or held pursuant hereto" after "granted hereunder or pursuant hereto"; and

       (28)    by inserting after the Schedule the following new schedules:


" SECOND SCHEDULE

 

WESTERN AUSTRALIA

 

IRON ORE (McCAMEY'S MONSTER) AGREEMENT AUTHORISATION ACT 1972

 

MINING ACT 1978

 

MISCELLANEOUS LICENCE FOR A RAILWAY AND OTHER PURPOSES

 

No. MISCELLANEOUS LICENCE [ ]

 

WHEREAS by the Agreement (hereinafter called "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, the State agreed to grant to [             ] (hereinafter with their successors and permitted assigns called "the Joint Venturers") a miscellaneous licence for the construction operation and maintenance of a Railway (as defined in clause 11E(1) of the Agreement and otherwise as provided in the Agreement) and, if applicable, other purposes AND WHEREAS the Joint Venturers pursuant to clause 11E(6)(a) of the Agreement have 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 (McCamey's Monster) Agreement Authorisation Act 1972, as from time to time added to, varied or amended, the Joint Venturers are 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 11E(1) of the Agreement) and access roads to be located on the land the subject of this licence in accordance with the provisions of the Agreement and proposals approved under the Agreement, for the term of 50 years from the date hereof (subject to the sooner determination of the term upon the determination of the Agreement) and upon and subject to the terms covenants and conditions set out in the Agreement and the Mining Act 1978 as it applies to this licence, and any amendments to the Agreement and the Mining Act 1978 from time to time and to the terms and conditions (if any) now or hereafter endorsed hereon and the payment of rentals in respect of this licence in accordance with clause 11E(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 Joint Venturers be more than one the liability of the Joint Venturers 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 Joint Venturers are permitted to, in accordance with approved proposals, take stone, sand, clay and gravel from the land the subject of this licence for the construction, operation and maintenance of the Railway (including any Railway spur line) constructed within or approved for construction within the area of land the subject of this licence.


3.Notwithstanding the Mining Act 1978, no royalty shall be payable under the Mining Act 1978 in respect of stone, sand, clay and gravel which the Joint Venturers are 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 Joint Venturers 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 11E(6)(h) or clause 11E(6)(i) of the Agreement.

 

2.            The Joint Venturers 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 11E(6)(h) of the Agreement for the purpose of such construction down to a maximum of 100 metres in width or as otherwise approved by the Minister (as defined in the Agreement) for the safe operation of that Railway spur line or expansion or extension thereof as the case may be then constructed or approved for construction under approved proposals.

 

3.           [Any further conditions which the Minister for Mines may, consistent with the provisions of the Agreement, determines and thereafter impose in respect of this licence including during the term of the Agreement.]


SCHEDULE

 

Land description

 

Locality:

Mineral Field

Area:

 

DATED at Perth this day of .

 

MINISTER FOR MINES


THIRD SCHEDULE

 

WESTERN AUSTRALIA

 

IRON ORE (McCAMEY'S MONSTER) AGREEMENT AUTHORISATION ACT 1972

 

MINING ACT 1978

 

MISCELLANEOUS LICENCE FOR A LATERAL ACCESS ROAD

 

 

No.            MISCELLANEOUS LICENCE [ ]

 

WHEREAS by the Agreement (hereinafter called "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, the State agreed to grant to [             ] (hereinafter with their successors and permitted assigns called "the Joint Venturers") a miscellaneous licence for the construction use and maintenance of a Lateral Access Road (as defined in the Agreement) AND WHEREAS the Joint Venturers pursuant to clause 11E(6)(a)(ii) of the Agreement have 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 (McCamey's Monster) Agreement Authorisation Act 1972, as from time to time added to, varied or amended, the Joint Venturers are 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 11E(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 Joint Venturers be more than one the liability of the Joint Venturers 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


FOURTH SCHEDULE

 

WESTERN AUSTRALIA

 

IRON ORE (McCAMEY'S MONSTER) AGREEMENT AUTHORISATION ACT 1972

 

MINING ACT 1978

 

MISCELLANEOUS LICENCE FOR A LATERAL ACCESS ROAD

 

 

No.            MISCELLANEOUS LICENCE [ ]

 

WHEREAS by the Agreement (hereinafter called "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, the State agreed to grant to [            ] (hereinafter with their successors and permitted assigns called "the Joint Venturers") a miscellaneous licence for the construction use and maintenance of a Lateral Access Road (as defined in the Agreement) AND WHEREAS the Joint Venturers pursuant to clause 11E(6)(b) of the Agreement have 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 (McCamey's Monster) Agreement Authorisation Act 1972, as from time to time added to, varied or amended, the Joint Venturers are 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 11E(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 Joint Venturers be more than one the liability of the Joint Venturers 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 ".


EXECUTED
as a deed.

 

SIGNED by THE HONOURABLE              )

COLIN JAMES BARNETT                        )   [Signature]

in the presence of:                                           )

 

[Signature]

STEPHEN WOOD

 

 

EXECUTED by BHP IRON ORE                )

(JIMBLEBAR) PTY. LTD. CAN                )

009 114 210 in accordance with section            )

127(1) of the Corporations Act                         )

 

 

[Signature]

[Signature]

Signature of Director

Signature of Director/Company Secretary

 

 

STEWART HART

ROBIN B LEES

Signature of Director

Signature of Director/Company Secretary

 

Part 11  Iron Ore (Marillana Creek) Agreement Act 1991 amended

44.         Act amended

             This Part amends the Iron Ore (Marillana Creek) Agreement Act 1991.

45.         Section 7 inserted

             After section 6 insert:

 

7.           Variation of Agreement about size of ore products and applicable royalties

    (1)    In this section —

    Agreement means the agreement a copy of which is set out in Schedule 1 —

    (a)    as varied in accordance with its provisions before 1 July 2010; and

    (b)    as varied by these agreements —

     (i)    the First Variation Agreement;

     (ii)    the Second Variation Agreement;

             and

    (c)    as varied by the Iron Ore Agreements Legislation Amendment Act 2010 Part 4.

    (2)    Clause 1 of the Agreement is varied —

    (a)    by deleting the definitions of “fine ore” and “lump ore”;

    (b)    by inserting in alphabetical order —

 

    “fine ore” means iron ore (not being beneficiated ore or pisolite fine ore) which is screened and will pass through a 6.3 millimetre mesh screen;

    “lump ore” means iron ore (not being beneficiated ore or pisolite fine ore) which is screened and will not pass through a 6.3 millimetre mesh screen;

    “pisolite fine ore” means iron ore (not being beneficiated ore) derived from channel iron ore deposits that appear to be chemically precipitated sedimentary deposits comprised of a pisolitic texture of hematite grains rimmed with goethite in a goethitic matrix and:

    (a)    having a product gross loss on ignition of 8.5% or greater; and

    (b)    which is screened and will pass through a 9.5 millimetre mesh screen;

 

    (3)    Clause 13(1) of the Agreement is varied —

    (a)    in paragraph (ab) after “lump ore” by inserting —

 

             and on fine ore and pisolite fine ore where such fine ore and pisolite fine ore is not sold or shipped separately as such

 

    (b)    in paragraph (ac) after “fine ore” by inserting —

 

             and on pisolite fine ore sold or shipped separately as such

 

    (4)    Clause 13(1)(ab) and (ac) of the Agreement as varied by subsection (3) 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.

    (5)    Nothing in this section affects the amount of royalty payable under clause 13 of the Agreement in respect of any period before 1 July 2010.

46.         Section 3 amended

     (1)    In section 3 insert in alphabetical order:

 

    Third Variation Agreement means the agreement a copy of which is set out in Schedule 4.

 

     (2)    In section 3 in the definition of Second Variation Agreement delete “Schedule 3.” and insert:

 

             Schedule 3;

 

47.         Section 4 amended

             After section 4(3) insert:

 

    (4)    To avoid doubt, it is declared that the provisions of the Public Works Act 1902 section 96 do not apply to a railway constructed under the Agreement.

 

48.         Sections 8 and 9 inserted

             Before Schedule 1 insert:

 

8.           Third Variation Agreement

    (1)    The Third Variation Agreement is ratified.

    (2)    The implementation of the Third Variation Agreement is authorised.

    (3)    Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the Third
Variation Agreement is to operate and take effect despite any other Act or law.

9.           State empowered under clause 14C(9)(a)

            The State has power in accordance with clause 14C(9)(a) of the Agreement.

 

49.         Schedule 4 inserted

             After Schedule 3 insert:

Schedule 4 — Third Variation Agreement

[s. 3]

2010

THE HONOURABLE COLIN JAMES BARNETT

PREMIER OF THE STATE OF WESTERN AUSTRALIA

AND

BHP BILLITON MINERALS PTY. LTD.

ACN 008 694 782

ITOCHU MINERALS & ENERGY OF AUSTRALIA PTY. LTD.

ACN 009 256 259

MITSUI IRON ORE CORPORATION PTY. LTD.

ACN 050 157 456

 

 

IRON ORE (MARILLANA CREEK) AGREEMENT 1991

RATIFIED VARIATION AGREEMENT

 

[Solicitor’s details]


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 its instrumentalities from time to time (State)

AND

BHP BILLITON MINERALS PTY. LTD. ACN 008 694 782 of Level 17, St Georges Square, 225 St Georges Terrace, Perth, Western Australia, ITOCHU MINERALS & ENERGY OF AUSTRALIA PTY. LTD. ACN 009 256 259 of Level 22, 221 St Georges Terrace, Perth, Western Australia and MITSUI IRON ORE CORPORATION PTY. LTD. ACN 050 157 456 of Level 16, Exchange Plaza, 2 The Esplanade, Perth, Western Australia (Joint Venturers).

 

RECITALS

 

A.     The State and the Joint Venturers are now the parties to the agreement dated 20 December 1990 ratified by and scheduled to the Iron Ore (Marillana Creek) Agreement Act 1991 and which as subsequently added to, varied or amended is referred to in this Agreement as the "Principal Agreement".

 

B.     The State and the Joint Venturers 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 done or performed or omitted to be done or performed under this Agreement.

4.      The Principal Agreement is varied as follows:

(1)    in clause 1:

(a)    by deleting the existing definitions of "beneficiated ore" and "loading port";

(b)    by inserting in the appropriate alphabetical positions the following new definitions:

"associated company" means:

(a)    any company having a paid up capital of not less than $2,000,000 notified in writing by the Company to the Minister which is incorporated in the United Kingdom, the United States of America or Australia and which:

(i)     is a subsidiary of the Company within the meaning of the term "subsidiary" in section 46 of the Corporations Act 2001 (Commonwealth);

(ii)    holds directly or indirectly not less than 20% of the issued ordinary share capital of the Company;

(iii)    is promoted by the Company or by any company that holds directly or indirectly not less than 20% of the issued ordinary share capital of the Company for all or any of the
purposes of this Agreement and in which the Company or such other company holds not less than 20% of the issued ordinary share capital;

(iv)   is a related body corporate (within the meaning of the term "related body corporate" in section 9 of the Corporations Act 2001 (Commonwealth)) of the Company or of any company in which the Company holds not less than 20% of the issued ordinary capital; and

(b)     any other company approved in writing by the Minister for the purpose of this Agreement which is associated directly or indirectly with the Company in its business or operations under this Agreement;

"beneficiated ore" means iron ore that has been concentrated or upgraded (otherwise than solely by crushing, screening, separating by hydrocycloning or a similar technology which uses primarily size as a criterion, washing, scrubbing, trommelling or drying or by a combination of 2 or more of those processes) by the Company in a plant constructed pursuant to a proposal approved pursuant to an Integration Agreement or in such other plant as is approved by the Minister after consultation with the Minister for Mines and "beneficiation" and "beneficiate" have corresponding meanings;

"Government agreement" has the meaning given in the Government Agreements Act 1979 (WA);

"Integration Agreement" means:

(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

(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;

"laws relating to native title" means laws applicable from time to time in the said State in respect of native title and includes the Native Title Act 1993 (Commonwealth);

"loading port" means:

(a)    the Port of Dampier; or

(b)    Port Walcott; or

(c)    the Port of Port Hedland; or

(d)    any other port constructed after the variation date under an Integration Agreement; or

(e)    such other port approved by the Minister at the request of the Company from time to time for the shipment of iron ore from the mining lease;

"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;

(c)    in the definition of "agreed or determined" by

(a)     inserting "(following, if required by the Company, consultation with the Company and its consultants in regard thereto) after "as determined by the Minister";

(b)     deleting "assessed at" and substituting "assessed on"; and

(c)     deleting all the words after "shall have regard to" and substituting a colon followed by:

"(i)    in the case of iron ore initially sold at cost pursuant to the proviso to clause 12(10), the prices for that type of iron ore prevailing at the time the price for such iron ore was agreed between the arm's length purchaser referred to in paragraph (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 "deemed f.o.b. point" by inserting "relevant" before "loading port";


(e)in the definition of "f.o.b. value" by:

(i)      in paragraph (i):

(A)   inserting "subject to paragraph (ii)," before "in the case of";

(B)   deleting "assessed at" and substituting "assessed on"; and

(C)   inserting "relevant" before each reference to "loading port";

(ii)     renumbering paragraph (ii) as paragraph (iii); and

(iii)    inserting after paragraph (i) the following new paragraph:

                   "(ii)   in the case of iron ore initially sold at cost pursuant to the proviso to clause 12(10), the price which is payable for the iron ore by the arm's length purchaser as referred to in paragraph (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";

(f)     in the definition of "iron ore", by inserting ", without limitation," before "beneficiated";

(g)     in the definition of "mining lease" by inserting "and includes any areas added to it pursuant to clause 12A" before the semi colon;


(2)by inserting after subclause (2) of clause 2 the following new subclause:

"(3)    Nothing in this Agreement shall be construed:

(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).";

(3)    in clause 10(1) by inserting "(other than under clause 14C)" after "pursuant to this Agreement";

(4)    by deleting subclause (2) of clause 10 and inserting the following new subclauses:

"(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 10A, within 3 months after the award by notice to the Minister that it shall not be proceeding with the same.";

(5)    by inserting after clause 10 the following new clauses:

"Consideration of Company's proposals under clause 10

10A. (1)      In respect of each proposal pursuant to subclause (1) of clause 10 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 10(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)     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 14A for the purpose of that clause) as contemplated by clause 14A. It may not be so exercised in respect of a proposal if pursuant to clause 10B(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 10B(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 10B(5) in respect of that single preferred development.

(2)    The Minister shall within 2 months after receipt of proposals pursuant to clause 10(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.

(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 31, the Minister may during the implementation of approved proposals approve variations to those proposals.

Notification of possible proposals

10B. (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 clause 14A) 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 14A for the purpose of that clause) as contemplated by clause 14A.

(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

(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)     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:

(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)     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";

(6)    in clause 11(8)(b) by deleting "subclause (2) of Clause 10" and substituting "clauses 10(2) to (5) and 10A";

(7)    by inserting after clause 12(8) the following new subclauses:

        "Blending of iron ore

(9)    (a)    The Company may blend iron ore mined from the mining lease with any:

(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 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.

(b)    The authority given under paragraph (a) is subject to the Minister being reasonably satisfied that there are in place adequate systems and controls for the correct apportionment of the quantities of iron ore being blended as between each of the sources referred to in paragraph (a), which systems and controls monitor production, processing, transportation, stockpiling and shipping of all such iron ore. If at any time the Minister ceases to be so satisfied he may, after consulting the Company and provided the Company has not within three (3) months after the commencement of such consultation addressed the matters of concern to the Minister to his satisfaction, by notice in writing to the Company suspend the above authority in respect of the relevant blending arrangements until he is again satisfied in terms of this paragraph (b).


(c)If any blending of iron ore occurs as contemplated by this subclause, then for the purposes of clause 13(1) and (2), a portion of the iron ore so blended being equal to the proportion that the amount of iron ore from the mining lease used in the admixture of iron ore bears to the total amount of iron ore so blended, shall be deemed to be produced from the mining lease.

Shipment of and price for iron ore

(10)  The Company shall during the continuance of this Agreement ship, or procure the shipment of, all iron ore mined from the mining lease and sold:

(a)    from a wharf in a loading port which has been constructed under an Integration Agreement; or

(b)    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 for all iron ore from the mining lease the best price possible having regard to market conditions from time to time prevailing PROVIDED THAT iron ore from 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 clause 13(2)(a) 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 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 below.

If required by notice in writing from the Minister, the Company must provide the Minister within 30 days after receiving the notice with evidence that the transaction as included in the return pursuant to subparagraph (iii) above 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";

(8)    by inserting after clause 12 the following new clause:

"Additional areas

12A.  (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 mining lease but so that the total area of the mining lease, any land that may be included in the
mining lease pursuant to this Agreement and of any other mineral lease or mining lease granted under or pursuant to this Agreement (as aggregated) shall not at any time exceed 777 square kilometres. The Minister shall confer with the Minister for Mines in regard to any such application and if they approve the application the Minister for Mines shall upon the surrender of the relevant mining tenement include the area the subject thereof in the mining 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 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.

(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 mining 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 clauses 10 or 11 as the case may be.";

(9)    in clause 13(1):

(a)    in paragraph (b) by deleting "5.625%" and substituting "7.5%"; and

(b)    by inserting after paragraph (b) the following new paragraphs:

"Where beneficiated ore is produced from an admixture of iron ore from the mining lease and iron ore from elsewhere, a portion (and a portion only) of the beneficiated ore so produced being equal to the proportion that the amount of the iron in the iron ore from the mining lease used in the production of that beneficiated ore bears to the total amount of iron in the iron ore so used shall be deemed to be produced from iron ore from the mining lease.

Where for the purpose of determining f.o.b. value it is necessary to convert an amount or price to Australian currency, the conversion is to be calculated using a rate (excluding forward hedge or similar contract rates) that has been approved by the Minister at the request of the Company and in the absence of such request as determined by the Minister to be a reasonable rate for the purpose.

The provisions of regulation 85AA (Effect of GST etc on royalties) of the Mining Regulations 1981(WA) shall apply mutatis mutandis to the calculation of royalties under this subclause.";

(10)   in clause 13(2) by:

(a)    in paragraph (a):


(i)inserting ", and also showing such other information in relation to the abovementioned 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 subclause (1)," after "the due date of return"; and

(ii)       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 the proviso to clause 12(10), at the price notified pursuant to paragraph (iii) of that proviso;

(ii)     in any other case, invoices or provisional invoices (as the case may be) rendered by the Company to the purchaser (which invoices the Company shall render without delay simultaneously furnishing copies thereof to the Minister) of such iron ore or on the basis of estimates as agreed or determined,

and shall from time to time in the next following appropriate return and payment make (by the return and by cash) all such necessary adjustments (and give to the Minister full details thereof) when the f.o.b. value shall have been finally calculated, agreed or determined";

(b)    in paragraph (b):

(i)     by 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";

(ii)     by inserting "(in whatever form)" after "copies or extracts"; and


(iii)by inserting "the subject of royalty" before the two references to "hereunder";

(c)    by inserting "and" after the semicolon at the end of paragraph (c); and

(d)    by inserting after paragraph (c) the following new paragraph:

"(d)   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 (b), to enable the exercise of rights by the Minister or the Minister's nominee under paragraph (b), 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.";

(11)  in clause 14(4) by deleting "subclauses (1), (2), (3) and (4) of Clause 8" and substituting "clauses 10(2) to (5) and 10A";

(12)   by inserting after clause 14 the following new clauses:

        "Integrated use of works installations or facilities under the Integration Agreements

14A. (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 12(9)) of:

(A)    iron ore mined from a Mining Act 1978 mining lease located in, or proximate to, the Pilbara region of the said State which is held by a Related Entity alone or with a third party or parties (excluding any mining lease granted pursuant to, or held under, a Government agreement);

(B)    with the prior approval of the Minister, iron ore mined in, or proximate to, the Pilbara region of the said State under a Government agreement (excluding an Integration Agreement);

(C)    with the prior approval of the Minister, iron ore mined by a third party from a Mining Act 1978 mining 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;


(b)make any existing or new works installations or facilities constructed or held under this Agreement available for use (wholly or partly) by another Integration Proponent during the continuance of its Integration Agreement in the activities of that Integration Proponent carried on by it pursuant to its Integration Agreement including, without limitation, as part of those activities, transporting by railway and shipping from a loading port and undertaking any ancillary and incidental activities in doing so (including, without limitation, blending permitted by that Integration Agreement) of:

(i)        iron ore mined from a Mining Act 1978 mining lease located in, or proximate to, the Pilbara region of the said State which is held by a Related Entity alone or with a third party or parties (excluding any mining lease granted pursuant to, or held under, a Government agreement);

(ii)       with the prior approval of the Minister (as defined in that Integration Agreement), iron ore mined in, or proximate to, the Pilbara region of the said State under a Government agreement (excluding an Integration Agreement);

(iii)      with the prior approval of the Minister (as defined in that Integration Agreement), iron ore mined by a third party from a Mining Act 1978 mining lease located in, or proximate to, the Pilbara region of the said State (excluding under a Government agreement) which has been purchased by that Integration Proponent from the third party;

(iv)      iron ore mined under an Integration Agreement;


(c)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)    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 this Agreement for the supply of electricity permitted to be made under an Integration Agreement.

(2)              (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 10 and 10A or clause 14C 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 port or to establish harbour or port works installations or facilities, or to expand modify or otherwise
vary harbour or works installations or facilities; 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 contemplated by subclauses (1)(a), (1)(b) or (1)(c) or as permitted by clause 14C; 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 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 10A or 14C, 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.

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 30.

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)    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 30 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
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

14B. (1)     For the purposes of this clause "Relevant Infrastructure" means any works installations or facilities (as defined in clause 14A(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):

(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

(d)    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).

(2)    The Company may as an additional proposal pursuant to clause 10 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 10A 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 34(1) and while such notice remains unsatisfied.

             Miscellaneous Licences for Railways

14C.      (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 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 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 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)     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 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 41 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 33, any agreement made pursuant to paragraph (a) before such date is extended or varied shall unless the Minister notifies the Company otherwise be deemed to be at an end and
neither party shall have any claim against the other in respect of it.

(c)     The Company acknowledges that it shall be responsible for liaising with every title holder in respect of the land affected and for obtaining in a form and substance acceptable to the Minister all unconditional and irrevocable consents of each such title holder to, and all statutory consents required in respect of the land affected for:

(i)      the grant of the Special Railway Licence for the construction, operation and maintenance within the Railway Corridor of the Railway, access roads and Additional Infrastructure (if any) to be within the Railway Corridor; and

(ii)     the grant of Lateral Access Road Licences for the construction, use and maintenance of Lateral Access Roads over the routes for the Lateral Access Roads agreed pursuant to paragraph (a); and

(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)   (a)    The Company shall, subject to the EP Act, the provisions of this Agreement, agreement at that time subsisting in respect of the matters required to be agreed pursuant to subclause 3(a), submit to the Minister by the latest date applying under subclause (2)(c) to the fullest extent reasonably practicable its detailed proposals (including plans where practicable and specifications where reasonably required by the Minister and any other details normally required by a local government in whose area any works are to be situated) with respect to the undertaking of the relevant Railway Operation, which proposals shall include the location, area, layout, design, materials and time program for the commencement and completion of construction or the provision (as the case may be) of each of the following matters namely:

(i)      the Railway including fencing (if any) and crossing places within the Railway Corridor;

(ii)     Additional Infrastructure (if any) within the Railway Corridor;

(iii)    temporary accommodation and ancillary temporary facilities for the railway workforce on, or in the vicinity of, the Railway Corridor and housing and other appropriate facilities elsewhere for the Company’s workforce;

(iv)    water supply;

(v)     energy supplies;


(vi)access roads within the Railway Corridor and Lateral Access Roads both along the routes for those roads agreed between the Minister and the Company pursuant to subclause 3(a);

(vii)   any other works, services or facilities desired by the Company; and

(viii)   use of local labour, professional services, manufacturers, suppliers contractors and materials and measures to be taken with respect to the engagement and training of employees by the Company, its agents and contractors.

(b)     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)      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 10A shall apply mutatis mutandis to detailed proposals submitted under this subclause.

Additional Railway Proposals

(5)   (a)    If the Company at any time during the currency of a Special Railway Licence desires to construct a Railway spur line (connecting to the Railway the subject of that Special Railway Licence) or desires to significantly modify, expand or otherwise vary its activities within the land the subject of the Special Railway Licence that are the subject of this Agreement and that may be carried on by it pursuant to this Agreement (other than by the construction of a Railway spur line) beyond those activities specified in any approved proposals for that Railway, it shall give notice of such desire to the Minister and furnish to the Minister with that notice an outline of its proposals in respect thereto (including, without limitation, such matters mentioned in subclause (4)(a) as are relevant or as the Minister otherwise requires).


(b)If the notice relates to a Railway spur line, or to the construction of Train Loading Infrastructure or Train Unloading Infrastructure on land outside the then Railway Corridor, the Minister shall within one month of receipt of such notice advise the Company whether or not he approves 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 10A shall mutatis mutandis apply to detailed proposals submitted pursuant to this subclause.


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)      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 Second 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

           (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 Third 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 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.


(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 1978 in respect of stone, sand, clay and gravel which the Company is permitted by subparagraph (i) to obtain from the land the subject of the Special Railway Licence.

(g)     For the purposes of this Agreement and without limiting the operation of paragraphs (a) to (f) inclusive above, the application of the Mining Act 1978 and the regulations made thereunder are specifically modified;


(i)in section 91(1) by:

(A)    deleting "the mining registrar or the warden, in accordance with section 42 (as read with section 92)" and substituting "the Minister";

(B)    deleting "any person" and substituting "the Company (as defined in the agreement ratified by and scheduled to the Iron Ore (Marillana Creek) Agreement Act 1991, 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 14C(6)(a)(i), clause 14C(6)(a)(ii) or clause 14C(6)(b), of 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";

(ii)     in section 91(3)(a), by deleting "prescribed form" and substituting "form required by 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";

(iii)    by deleting sections 91(6), 91(9), 91(10) and 91B;

(iv)    in section 92, by deleting "Sections 41, 42, 44, 46, 46A, 47 and 52 apply," and inserting "Section 46A (excluding in subsection (2)(a) "the mining registrar, the warden or") applies," and by deleting "in those provisions" and inserting "in that provision";


(v)by deleting the full stop at the end of the section 94(1) and inserting, "except to the extent otherwise provided in, or to the extent that such terms and conditions are inconsistent with, the agreement ratified by and scheduled to the Iron Ore (Marillana Creek) Agreement Act 1991, as from time to time added to, varied or amended";

(vi)    by deleting sections 94(2), (3) and (4);

(vii)   in section 96(1), by inserting after "miscellaneous licence" the words "(not being a miscellaneous licence granted pursuant to the agreement ratified by and scheduled to the Iron Ore (Marillana Creek) Agreement Act 1991, 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 ratified by and scheduled to the Iron Ore (Marillana Creek) Agreement Act 1991, 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.


(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)    Subject to and in accordance with approved proposals, the Rail Safety Act and the grant of the relevant Special Railway Licence and any associated Lateral Access Road Licences the Company shall in a proper and workmanlike manner and in accordance with recognised standards for railways of a similar nature operating under similar conditions construct the Railway and associated Additional Infrastructure and access roads within the Railway Corridor and shall also construct inter alia any necessary sidings, crossing points, bridges, signalling switches and other works and appurtenances and provide for crossings and (where appropriate and required by the Minister) grade separation or other protective devices including flashing lights and boom gates at places where the
Railway crosses or intersects with major roads or existing railways.

(b)     The Company shall while the holder of a Special Railway Licence:

(i)      keep the Railway the subject of that licence in an operable state; and

(ii)     ensure that the Railway the subject of that licence is operated in a safe and proper manner in compliance with all applicable laws from time to time; and

(iii)    without limiting subparagraph (ii) ensure that the obligations imposed under the Rail Safety Act on an owner and an operator (as those terms are therein defined) are complied with in connection with the Railway the subject of that licence.

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 14B, 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 39 but subject to clause 14B) 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.

(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 14B, 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 23(3) and 23(6) regarding third party access as well as of clause 23(4) 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 ratified by and scheduled to the Iron Ore (Marillana Creek) Agreement Act 1991, as from time to time added to, varied or amended in relation to the use or proposed use of land pursuant to clause 14C of that agreement after and in accordance with approved proposals under clause 14C 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 14C(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 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

(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.

(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.";

(13)   by inserting after subclause (3) of clause 18 the following new subclause:

"(3a)  To the extent determined by the Minister and subject to the provisions of the laws from time to time of the said State governing the generation, supply and transmission of electricity, the Company may subject to and in accordance with approved proposals generate transmit and supply electricity 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 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. ";

(14)   by inserting after subclause (2) of clause 22 the following new subclause.

                   "(2a)          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";

(15)  by deleting clause 23(5);

(16)  in clause 30(3) (a) by inserting "or held pursuant to this Agreement" after "under or pursuant to this Agreement";

(17)  in clause 31(1) by inserting "or held pursuant to this Agreement" after "granted under or pursuant to this Agreement";

(18)  in clause 34(1)(a)(i) by inserting "granted under or pursuant to this Agreement or held pursuant to this Agreement" after "grant or other title";


(19)in clause 34(4) 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";

(20)  in clause 35(1)(a) by inserting "or held pursuant hereto" after "granted hereunder or pursuant hereto";

(21)  in clause 35(2) by inserting "or held pursuant to this Agreement" after "under or pursuant to this Agreement";

(22)  by deleting clause 36; and

(23)  by inserting the following sentence at the end of clause 37:

"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 14A."; and

(24)   inserting after the Schedule the following new schedules:


" SECOND SCHEDULE

 

WESTERN AUSTRALIA

 

IRON ORE (MARILLANA CREEK) AGREEMENT ACT 1991

 

MINING ACT 1978

 

MISCELLANEOUS LICENCE FOR A RAILWAY AND OTHER PURPOSES

 

 

No. MISCELLANEOUS LICENCE [ ]

 

WHEREAS by the Agreement (hereinafter called "the Agreement") ratified by and scheduled to the Iron Ore (Marillana Creek) Agreement Act 1991, 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 14C(1) of the Agreement and otherwise as provided in the Agreement) and, if applicable, other purposes AND WHEREAS the Company pursuant to clause 14C(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 (Marillana Creek) Agreement Act 1991, 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 14C(1) of the Agreement) and access roads to be located on the land the subject of this licence in accordance with the provisions of the Agreement and proposals approved under the Agreement, for the term of 50 years from the date hereof (subject to the sooner determination of the term upon the determination of the Agreement) and upon and subject to the terms
covenants and conditions set out in the Agreement and the Mining Act 1978 as it applies to this licence, and any amendments to the Agreement and the Mining Act 1978 from time to time and to the terms and conditions (if any) now or hereafter endorsed hereon and the payment of rentals in respect of this licence in accordance with clause 14C(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 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 14C(6)(h) or clause 14C(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 14C(6)(h) of the Agreement for the purpose of such construction down to a maximum of 100 metres in width or as otherwise approved by the Minister (as defined in the Agreement) for the safe operation of that Railway spur line or expansion or extension thereof as the case may be then constructed or approved for construction under approved proposals.

 

3.           [Any further conditions which the Minister for Mines may, consistent with the provisions of the Agreement, determines and thereafter impose in respect of this licence including during the term of the Agreement.]


SCHEDULE

 

Land description

 

Locality:

Mineral Field

Area:

 

DATED at Perth this day of .

 

MINISTER FOR MINES


THIRD SCHEDULE

 

WESTERN AUSTRALIA

 

IRON ORE (MARILLANA CREEK) AGREEMENT ACT 1991

 

MINING ACT 1978

 

MISCELLANEOUS LICENCE FOR A LATERAL ACCESS ROAD

 

 

No.            MISCELLANEOUS LICENCE [ ]

 

WHEREAS by the Agreement (hereinafter called "the Agreement") ratified by and scheduled to the Iron Ore (Marillana Creek) Agreement Act 1991, 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 14C(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 (Marillana Creek) Agreement Act 1991, 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 14C(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:

Area:

 

DATED at Perth this day of .

 

MINISTER FOR MINES

 


FOURTH SCHEDULE

 

WESTERN AUSTRALIA

 

IRON ORE (MARILLANA CREEK) AGREEMENT ACT 1991

 

MINING ACT 1978

 

MISCELLANEOUS LICENCE FOR A LATERAL ACCESS ROAD

 

 

No.            MISCELLANEOUS LICENCE [ ]

 

WHEREAS by the Agreement (hereinafter called "the Agreement") ratified by and scheduled to the Iron Ore (Marillana Creek) Agreement Act 1991, 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 14C(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 (Marillana Creek) Agreement Act 1991, 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 14C(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:

Mineral Field:

Area:

 

DATED at Perth this day of .

 

MINISTER FOR MINES"


EXECUTED as a deed.

 

SIGNED by THE HONOURABLE                  )

COLIN JAMES BARNETT                             )       [Signature]

in the presence of:                                                )

 

[Signature]

STEPHEN WOOD

 

 

 

EXECUTED by BHP BILLITON                   )

MINERALS PTY. LTD. ACN 008                  )

694 782 in accordance with section                      )

127(1) of the Corporations Act                            )

 

 

[Signature]

[Signature]

Signature of Director

Signature of Director/Company Secretary

 

STEWART HART

ROBIN B LEES

Signature of Director

Signature of Director/Company Secretary

 

 

 

EXECUTED by MITSUI IRON ORE              )

CORPORATION PTY. LTD. ACN                  )

050 157 456 in accordance with section                 )

127(1) of the Corporations Act                             )

 

[Signature]

[Signature]

Signature of Director

Signature of Director/Company Secretary

 

RYUZO NAKAMURA

GAVIN PETER PATTERSON

Signature of Director

Signature of Director/Company Secretary

 

 

 


Signed
by Shuzaburo Tsuchihashi as)

attorney for ITOCHU MINERALS &               )

ENERGY OF AUSTRALIA PTY.                    )

LTD. ACN  009 256 259 under power                  )

of attorney dated 12 November 2010                     )

in the presence of:                                                )

 

[Signature]

[Signature]

Signature of witness

Shuzaburo Tsuchihashi

 

YASUSHI FUKUMURA

Name of witness (print)