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Western Australia



Iron Ore (Hope Downs) Agreement Act 1992



As at 15 Dec 2011



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Western Australia



Iron Ore (Hope Downs) Agreement Act 1992

Contents

1.

2.

3.

4.

5.



Short title

Commencement

Interpretation

Agreement ratified

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



1

1

1

2

2



Schedule 1 — Iron Ore (Hope Downs)

Agreement

Schedule 2 — First Variation

Agreement

Schedule 3 — Second Variation

Agreement

Notes

Compilation table



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Western Australia



Iron Ore (Hope Downs) Agreement Act 1992

An Act to ratify an agreement between the State and Hope Downs

Limited relating to the development and mining of iron ore deposits,

the processing of iron ore, and for incidental and other purposes.

1.



Short title

This Act may be cited as the Iron Ore (Hope Downs) Agreement

Act 1992 1.



2.



Commencement

This Act shall come into operation on the day on which it

receives the Royal Assent 1.



3.



Interpretation

In this Act, unless the contrary intention appears —

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

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 and the Second Variation

Agreement;

the First Variation Agreement means the agreement a copy of

which is set out in Schedule 2;

the Second Variation Agreement means the agreement a copy

of which is set out in Schedule 3.

[Section 3 amended: No. 61 of 2010 s. 16; No. 61 of 2011

s. 16.]



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Iron Ore (Hope Downs) Agreement Act 1992



s. 4



4.



Agreement ratified

(1)



The Agreement is ratified.



(2A)



The First Variation Agreement is ratified.



(2B)



The Second Variation Agreement is ratified.



(2)



The implementation of the Agreement is authorised.



(3)



Without limiting or otherwise affecting the application of the

Government Agreements Act 1979, the Agreement shall operate

and take effect notwithstanding any other Act or law.



(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.

[Section 4 amended: No. 61 of 2010 s. 17; No. 61 of 2011

s. 17.]



5.



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

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

Agreement.

[Section 5 inserted: No. 61 of 2010 s. 18.]



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Iron Ore (Hope Downs) Agreement Act 1992

Schedule 1

Iron Ore (Hope Downs) Agreement



Schedule 1 — Iron Ore (Hope Downs) Agreement

[s. 3]

[Heading amended: No. 19 of 2010 s. 4; No. 61 of 2010 s. 19.]

THIS AGREEMENT is made this 30th day of November 1992

B E T W E E N:

THE HONOURABLE CARMEN MARY LAWRENCE, B.Psych., Ph.D.,

M.L.A., Premier of the State of Western Australia, acting for and on behalf of

the said State and its instrumentalities from time to time (hereinafter called “the

State”) of the one part and

HOPE DOWNS LIMITED ACN 057 326 815 a company incorporated in the

State of Western Australia and having its registered office at Third Floor,

28-42 Ventnor Avenue, West Perth (hereinafter called “the Company” in which

term shall be included its successors and permitted assigns) of the other part.

W H E R E A S:

(a)



the Company is or is entitled pursuant to transfers to be the holder of

mining tenements comprising Areas A, B and C (as hereinafter defined)

within which iron ore of tonneages and grades sufficient to warrant

economic recovery and marketing have been established;



(b)



the Company wishes to develop a project for the mining, transportation

and sale, either within Australia or by export to overseas purchasers, of

iron ore from the said Areas with an initial production of up to

15,000,000 tonnes of iron ore per annum; and



(c)



the State and Company have agreed to enter into this Agreement for the

purpose of assisting the establishment of the proposed project and

providing a framework for managing future changes to the project.



NOW THIS AGREEMENT WITNESSES:

Definitions

1.



In this Agreement subject to the context —

“accommodation area” means an area or areas on or in the vicinity of

the mining lease for accommodation and ancillary facilities for the

mine camp workforce;



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

“direct”, “disclose”, “notify”, “request”, or “require”, means

advise, apply, approve, approval, consent, certify, direct, disclose,

notify, request, or require in writing as the case may be and any

inflexion or derivation of any of those words has a corresponding

meaning;

“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 and in agreeing or determining a fair and reasonable

market value of such iron ore assessed at an arm’s length basis the

Company and/or the Minister as the case may be shall have regard

to prevailing markets and prices for iron ore both outside and

within the Commonwealth 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 deemed approved

by the Minister under this Agreement or a proposal the subject of

an award made on an arbitration under this Agreement where the

award is accepted by the Company within 3 months of delivery by

the arbitrator;

“Area A” means the areas coloured red on the plan marked “X” initialled

by or on behalf of the parties hereto for the purpose of

identification;

“Area B” means the areas coloured blue on the said plan marked “X”;

“Area C” means the areas coloured yellow on the said plan marked “X”;

“beneficiated manganese ore” and “beneficiated manganiferous ore”

mean respectively manganese ore and manganiferous ore which

has been concentrated or upgraded otherwise than by washing

drying crushing or screening or a combination thereof by the

Company in a plant constructed pursuant to an approved proposal;

“beneficiated ore” means iron ore which has been concentrated or

upgraded otherwise than by washing drying crushing or screening

or a combination thereof by the Company in a plant constructed

pursuant to an approved proposal;

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“Clause” means a clause of this Agreement;

“Commonwealth” means the Commonwealth of Australia and includes

the Government for the time being thereof;

“Company’s workforce” means the persons (and the dependants of

those persons) connected directly with the Company’s activities

under this Agreement, whether or not such persons are employed

by the Company;

“deemed f.o.b. point” means on ship at the 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 —

(i)



in the case of iron ore the property of the Company which is

shipped out of the said State, the date of shipment;



(ii)



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;

“fine ore” means iron ore which is nominally sized minus six

millimetres;

“f.o.b. value” means —

(i)



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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, where the Minister is not

satisfied that the price payable in respect of the iron ore

represents a fair and reasonable market value for that iron

ore assessed at an arm’s length basis, such amount as is

agreed or determined, 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 loading port to the time the same is delivered and

accepted by the purchaser including —

(1)



ocean freight;



(2)



marine insurance;

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(ii)



(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 loading port;



(7)



all import taxes by the country of the port of

discharge; and



(8)



such other costs and charges as the Minister may in

his discretion consider reasonable in respect of any

shipment or sale;



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

For the purpose of subparagraph (i) of this definition, it is

acknowledged that the consideration payable in an arm’s

length transaction for iron ore sold solely for testing

purposes may be less than the fair and reasonable market

value for that iron ore and in this circumstance where the

Minister in his discretion is satisfied such consideration

represents the entire consideration payable, the Minister

shall be taken to be satisfied that such entire consideration

represents the fair and reasonable market value;



“iron ore” means iron ore from the mining lease and except in the

definitions of beneficiated ore, fine ore and lump ore includes

beneficiated ore, manganese ore, manganiferous ore, beneficiated

manganese ore and beneficiated manganiferous ore;

“Land Act” means the Land Act 1933;

“loading port” means in the case of iron ore shipped by the Company

out of the said State the port of shipment and in the case of iron ore

not so shipped means a port in the said State determined by the

Minister for the purpose of this definition;

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

or shire constituted under the Local Government Act 1960;

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“lump ore” means iron ore which is nominally sized plus six millimetres

minus thirty millimetres;

“manganese ore” means an ore having a naturally combined metal

content of iron and manganese, the latter exceeding 35%;

“manganiferous ore” means an ore having a naturally combined metal

content of iron and manganese, the latter being not less than 2%

and not more than 35%.

“mine camp workforce” means the members of the Company’s

workforce who are accommodated at the accommodation area but

shall not include persons visiting the mine site in connection with

the Company’s mining activities on a short term basis only or

employed for a specific task of limited duration;

“mine site” means the mining lease the accommodation area and other

areas provided for the facilities of the Company in the vicinity of

the mining lease;

“Mining Act” means the Mining Act 1978;

“mining lease” means the mining lease granted pursuant to Clause 12

and includes any renewal thereof and according to the requirements

of the context shall describe the area of land demised as well as the

instrument by which it is demised and any areas added thereto

pursuant to the provisions of Clause 14;

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

time being responsible for the administration of the Act to ratify

this Agreement and pending the passing of that Act means the

Minister for the time being designated in a notice from the State to

the Company and includes the successors in office of the Minister;

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

for the time being responsible for the administration of the Mining

Act;

“month” means calendar month;

“notice” means notice in writing;

“person” or “persons” includes bodies corporate;



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Schedule 1

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“private roads” means the roads referred to in subclause (1) of

Clause 18 and any other roads (whether within or outside the

mining lease) constructed by the Company in accordance with an

approved proposal or agreed by the parties to be a private road for

the purposes of this Agreement;

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

“said State” means the State of Western Australia;

“State Energy Commission” means The State Energy Commission of

Western Australia as described in section 7 of the State Energy

Commission Act 1979;

“subclause” means subclause of the Clause in which the term is used;

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

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

or amended;

“washing” means a process of separation by water using only size as a

criterion.

Interpretation

2.



In this Agreement —

(a)



monetary references are references to Australian currency unless

otherwise specifically expressed;



(b)



power given under any clause other than Clause 36 to extend any

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

Minister under Clause 36;



(c)



clause headings do not affect the interpretation or construction;



(d)



words in the singular shall include the plural and words in the

plural shall include the singular according to the requirements of

the context; and



(e)



reference to an Act includes the amendments to that Act for the

time being in force and also any Act passed in substitution therefor

or in lieu thereof and the regulations for the time being in force

thereunder.



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Initial obligations of the State

3.



The State shall —

(a)



introduce and sponsor a Bill in the State Parliament of Western

Australia to ratify this Agreement and endeavour to secure its

passage as an Act prior to 31 December 1992; and



(b)



subject to the adequate protection of the environment (including

flora and fauna) and the land affected (including improvements

thereon) allow the Company to enter upon Crown Lands

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

extent reasonably necessary for the purposes of undertaking its

obligations under subclause (1) of Clause 5.



Ratification and operation

4.



(1)



The provisions of this Agreement other than this Clause and

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

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

Western Australia and comes into operation as an Act.



(2)



If before 31 December 1992 the said Bill has not commenced to

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

Agreement shall then cease and determine and neither party hereto

shall have any claim against the other with respect to any matter or

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

performed under this Agreement.



(3)



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

of this Agreement shall operate and take effect notwithstanding the

provisions of any Act or law.



Initial obligations of the Company

5.



(1)



The Company shall continue its field and office geological,

geophysical, engineering, environmental, marketing and finance

studies and other matters necessary to enable it to finalise and to

submit the proposals referred to in Clause 7.



(2)



The Company shall keep the State fully informed in writing

quarterly as to the progress and results of its operations under

subclause (1).



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(3)



The Company shall co-operate with the State and consult with the

representatives or officers of the State regarding matters referred to

in subclauses (1) and (2) and any other relevant studies in relation

to those subclauses that the Minister may wish to undertake.



Initial mining project

6.



(1)



Prior to submission of its proposals under Clause 7 the Company

shall confer with the Minister with regard to the proposed mining

of up to 15,000,000 tonnes of iron ore per annum from Area A

and/or if desired by the Company and approved by the Minister

(where he is satisfied as to the exploration work carried out in

respect thereof) from Area B or portions thereof.



(2)



(a)



Subject to paragraph (b) of this subclause the exploration

licences held by the Company under the Mining Act within

Area A and any portion of Area B approved by the Minister

pursuant to subclause (1) shall remain in force and effect

during the period from the date hereof to the surrender of

those licences pursuant to subclause (1) of Clause 12 (and

shall be renewed as necessary pursuant to section 61(2) of

the Mining Act for this purpose) under and subject to the

Mining Act except that the provisions of sections 62 and 65

of the Mining Act shall not apply to those exploration

licences during that period.



(b)



If this Agreement ceases or determines before the

exploration licences referred to in paragraph (a) of this

subclause are surrendered pursuant to subclause (1) of

Clause 12 each of those exploration licences shall continue

in force and effect under and subject to the Mining Act for

the balance of the term thereof current at the date of

cessation or determination of this Agreement.



Company to submit proposals for initial mining project

7.



(1)



page 10



The Company shall subject to the EP Act and the provisions of this

Agreement submit to the Minister on or before 30 June 1998 to the

fullest extent reasonably practicable its detailed proposals

(including plans where practicable and specifications where

reasonably required by the Minister) with respect to the production

of iron ore from the area or areas approved pursuant to

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subclause (1) of Clause 6 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 mining lease

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 the 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 or other appropriate

accommodation and facilities elsewhere for the Company’s

workforce;



(d)



management of vehicles on the mine site;



(e)



water supply;



(f)



power supply;



(g)



transportation of iron ore by rail and/or conveyor;



(h)



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, services or facilities 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



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(m)



an environmental management programme as to measures to

be taken, in respect of the Company’s activities under this

Agreement, for rehabilitation and the protection and

management of the environment.



Order of proposals

(2)



Each of the proposals pursuant to subclause (1) may with the

approval of the Minister or 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 paragraphs (a) to (m) of subclause (1).



Use of existing infrastructure

(3)



Each of the proposals pursuant to subclause (1) may with the

consent of the Minister and that of any other parties concerned

instead of providing for the construction of new facilities or

equipment or the provision of new services of the kind therein

mentioned provide for the use by the Company of any existing

facilities equipment or services of such kind belonging to the

Company or upon terms and conditions agreed between the

Company and the other parties concerned of any other existing

facilities equipment or services of such kind.



Additional submissions

(4)



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)



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marketing arrangements demonstrating the

Company’s ability to sell iron ore in accordance with

the said proposals;

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(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.



Consideration of proposals

8.



(1)



In respect of each proposal pursuant to subclause (1) of Clause 7

the Minister shall subject to the EP Act —

(a)



approve of the proposal without qualification or reservation;

or



(b)



defer consideration of or decision upon the same until such

time as the Company submits a further proposal or proposals

in respect of some other of the matters mentioned in

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

or



(c)



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 (having regard to the circumstances including the overall

development of and the use by others as well as the

Company of all or any of the facilities proposed to be

provided) thinks reasonable and in such a case the Minister

shall disclose his reasons for such conditions,



PROVIDED ALWAYS that where implementation of any

proposals hereunder have 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.

Advice of Minister’s decision

(2)



The Minister shall within two months after receipt of proposals

pursuant to subclause (1) of Clause 7 or where the proposals are to

be assessed under section 40(1)(b) of the EP Act then within two



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months after service on him of an authority under section 45(7) of

the EP Act give notice to the Company of his decision in respect to

the proposals.

Consultation with Minister

(3)



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

paragraphs (b) or (c) 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.



Minister’s decision subject to arbitration

(4)



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

paragraphs (b) or (c) of subclause (1) and the Company considers

that the decision is unreasonable the Company within two 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.



Arbitration award

(5)



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

have force and effect as follows —

(a)



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; or



(b)



if by the award 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.



Implementation of proposals

(6)



page 14



Subject to and in accordance with the EP Act and any approvals

and licences required under that Act the Company shall implement

the approved proposals in accordance with the terms thereof.

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Effect of non-approval of proposals

(7)



Notwithstanding any provision of this Agreement or that under this

Clause any proposals of the Company are approved by the Minister

or determined by arbitration award, unless each and every proposal

and matter required pursuant to Clause 7 is so approved or

determined by 30 June 1999 then the Minister may give to the

Company 12 months notice of intention to determine this

Agreement and unless before the expiration of the said 12 months

period all the detailed proposals and matters are so approved or

determined this Agreement shall on the expiration of that period

cease and determine subject however to the provisions of

Clause 38.



Overall development

9.



(1)



(2)



Having regard to the geographical relationship and physical

association of the mining lease with other iron ore deposits and to

the general development of the Pilbara area, the Company in its

initial proposals under Clause 7 and any subsequent proposals

pursuant to Clause 10 (other than a proposal under that Clause that

does not involve any significant variation to the project

infrastructure) or Clause 11 shall take into account and make

provision where it is reasonably practicable so to do for —

(a)



the economic and orderly overall development of the lands

the subject of this Agreement and those other iron ore

deposits;



(b)



appropriate infrastructure development in the Pilbara area

having regard to then existing iron ore operations and

facilities and other existing developments; and



(c)



an open town or towns or other appropriate housing and

accommodation arrangements to service the iron ore mines

and other developments in the Pilbara area.



The Company and the State shall co-operate and consult with each

other regarding the matters referred to in subclause (1), State

Government policies and development objectives, the Company’s

commercial requirements and any other relevant matters that the

Minister or the Company may wish to consider.



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Additional proposals

10.



(1)



Subject to Clause 11 if the Company at any time during the

continuance of this Agreement desires to produce more than the

tonneage of iron ore per annum for transportation from the mining

lease approved under the proposals submitted pursuant to

subclause (1) of Clause 7 or to significantly modify expand or

otherwise vary its activities carried on pursuant to this Agreement

beyond those activities specified in any approved proposals 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 paragraphs (a) to (m) of subclause (1) of Clause 7 as

the Minister may require.



(2)



The provisions of Clause 7 and Clause 8 (other than

subclauses (5)(a) and (7)) 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 in 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.



Aspects of a larger project

11.



(1)



The Company shall not produce more than 15,000,000 tonnes of

iron ore per annum for transportation from the mining lease nor

shall the total number of the mine camp workforce exceed 150 nor

shall the Company proceed with any plan or plans to develop all or

any of a port for the shipment of iron ore, a port townsite, a

townsite in the vicinity of the mining lease or a railway line

extending from the mining lease to a ship loading facility without

the prior consent of the Minister and approval of detailed proposals

in regard thereto in accordance with this Clause.



(2)



(a)



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If the Company desires to increase the annual tonneage or

the mine camp workforce beyond that specified in

subclause (1) or proceed with any plan mentioned therein it

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shall give notice thereof to the Minister and furnish to the

Minister with that notice an outline of its proposals in

respect thereto (including the matters mentioned in

paragraphs (a) - (m) of subclause (1) of Clause 7).

(b)



The Minister shall within one month of a notice under

paragraph (a) of this subclause advise the Company whether

or not he approves in principle the proposed increase or

progression of the proposed plan. An approval by the

Minister under this subclause may be given subject to

conditions including a condition requiring variations of or

additions to this Agreement PROVIDED THAT any such

condition shall not without the consent of the Company

require variations of —

(i)



the term of the mining lease or any railway lease or

the rental thereunder;



(ii)



the rentals payable under any other lease or licence

hereunder;



(iii)



the rates of or method of calculating royalty; and



(iv)



Clause 24.



The Minister shall afford the Company full opportunity to

consult with him in respect of any decision of the Minister

under this paragraph.

(3)



(4)



(a)



If the Minister approves in principle a proposed increase or

plan the Company shall within six months of that approval

submit to the Minister detailed proposals in respect thereof

in accordance with any conditions of that approval otherwise

that approval shall lapse.



(b)



The provisions of subclause (2) of Clause 10 shall apply to

detailed proposals submitted pursuant to this subclause.



Any proposal under this Clause to increase the annual tonneage to

be produced or the number of the mine camp workforce shall

specify the proposed increase and on and after approval or

determination of any such proposal pursuant to subclause (3)(b) the

provisions of this Clause shall apply mutatis mutandis to the

increased tonneage or number of the mine camp workforce as the



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case may be and also to any subsequent desires of the Company for

an increase in the tonneage or mine camp workforce.

Mining lease

12.



(1)



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

all its proposals submitted pursuant to subclause (1) of Clause 7

have been approved or determined and the Company has complied

with the provisions of subclause (4) of Clause 7, for a mining lease

for the mining of iron ore of Area A and so much of the land in

Area B as may be the subject of the said proposals the State shall

upon the surrender by the Company of the exploration licences

over Area A and the surrender of any land in Area B the subject of

the said proposals out of the applicable exploration licences cause

to be granted to the Company at the rental specified from time to

time in the Mining Act a mining lease of such land

(notwithstanding that the survey in respect thereof has not been

completed but subject to such corrections to accord with the survey

when completed at the Company’s expense) for the mining of iron

ore only such mining lease to be granted under and, except as

otherwise provided in this Agreement, subject to the Mining Act

but in the form of the Schedule hereto and subject to such

conditions or stipulations consistent with the provisions of this

Agreement and approved proposals as the Minister for Mines may

determine.



(2)



Subject to the performance by the Company of its obligations

under this Agreement and the Mining Act and notwithstanding any

provisions of the Mining Act to the contrary the term of the mining

lease shall be for a period of 21 years commencing from the date of

receipt of the application therefor under subclause (1) with the right

during the currency of this Agreement to take two successive

renewals of the said term each for a further period of 21 years upon

the same terms and conditions, subject to the sooner determination

of the said term upon cessation or determination of this Agreement

such right to be exercisable by the Company making written

application for any such renewal not later than one month before

the expiration of the current term of the mining lease.



Term



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Exemption from expenditure conditions

(3)



The State shall ensure that during the currency of this Agreement

and subject to compliance with its obligations hereunder the

Company shall not be required to comply with the expenditure

conditions imposed by or under the Mining Act in regard to the

mining lease.



Reports

(4)



The Company shall lodge with the Department of Minerals and

Energy at Perth —

(a)



such periodical reports (except reports in the form of Form 5

of the Mining Regulations 1981 or other reports relating to

expenditure on the mining lease) and returns as may be

prescribed in respect of mining leases pursuant to regulations

under the Mining Act provided that the Minister for Mines

may waive any requirement for lodgment of exploration data

in respect of areas within the mining lease;



(b)



on an annual basis, a report on ore reserves within the

mining lease (using the scheme recommended by the

Australasian Institute of Mining and Metallurgy and the

Australian Mining Industry Council or future equivalent)

together with a list of any geotechnical, metallurgical,

geochemical and geophysical investigations carried out

during the year and, if requested by the Department, details

of any of those investigations;



(c)



reports on drilling operations and drill holes where the main

purpose of the drilling was to discover or define future ore

reserves on the mining lease and, if requested by the

Department, reports on drilling done within blocks of proven

ore for the purpose of mine planning.



Access over mining lease

(5)



The Company shall at all times permit the State and third parties

with the consent of the State (with or without stock, vehicles and

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

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

passage does not unduly prejudice or interfere with the activities of

the Company under this Agreement.



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Surrender of part of mining lease

(6)



Notwithstanding the provisions of this Clause and the Mining Act

with the approval of the Minister the Company may from time to

time (with abatement of future rent in respect to the area

surrendered but without any abatement of rent already paid or any

rent which has become due and has been paid in advance)

surrender to the State all or any portion or portions of the mining

lease.



Stone sand clay and gravel

(7)



The Company in accordance with approved proposals may for the

construction of works (and the maintenance thereof) for the

purposes of this Agreement and without payment of royalty, obtain

stone sand clay and gravel from the mining lease.



Other mining tenements

(8)



page 20



(a)



Notwithstanding anything contained or implied in this

Agreement or in the mining lease or the Mining Act mining

tenements may subject to the provisions of this Clause be

granted to or registered in favour of persons other than the

Company under the Mining Act in respect of the areas

subject to the mining lease unless the Minister for Mines

determines that such grant or registration is likely unduly to

prejudice or interfere with the current or prospective

operations of the Company hereunder with respect to iron

ore assuming the taking by the Company of reasonable steps

to avoid the prejudice or interference or that there is a

reasonable probability that such a grant or registration would

materially reduce the quantity of economically extractable

iron ore available to the Company.



(b)



A mining tenement granted or registered as a result of this

Clause shall not confer any right to mine or otherwise obtain

rights to iron ore on the tenement.



(c)



(i)



In respect of any application for a mining tenement

made under the Mining Act in respect of an area the

subject of the mining lease the Minister for Mines

shall consult with the Minister and the Company with

respect to the significance of iron ore deposits in, on

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or under the land the subject of the application and

any effect the grant of a mining tenement pursuant to

such application might have on the current or

prospective iron ore operations of the Company under

this Agreement.



(d)



As at 15 Dec 2011



(ii)



Where the Minister for Mines, after taking into

account any matters raised by the Minister or the

Company determines that the grant or registration of

the application is likely to have the effect on the

operations of the Company or the iron ore referred to

in paragraph (a) of this subclause, he shall, by notice

served on the Warden to whom the application was

made, refuse the application.



(iii)



Before making a determination pursuant to

subparagraph (ii) of this paragraph the Minister for

Mines may request the Warden to hear the application

and any objections thereto and as soon as practicable

after the hearing of the application to report to the

Minister for Mines on the application and the

objections and the effect on the current or prospective

operations of the Company or the quantity of

economically extractable iron ore that a grant of the

application might have.



(i)



Except as provided in paragraph (c) of this subclause a

Warden shall not hear or otherwise deal with an

application for a mining tenement in respect of an area

the subject of the mining lease unless and until the

Minister for Mines has notified him that it is not

intended to refuse the application pursuant to

paragraph (c) of this subclause. Following such

advice to the Warden the application shall be disposed

of under and in accordance with the Mining Act save

that where the Warden has heard the application and

objections thereto pursuant to paragraph (c) of this

subclause, the application may be dealt with by the

Warden without further hearing.



(ii)



The Company may exercise in respect of any

application heard by the Warden any right that it may

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have under the Mining Act to object to the granting of

the application.

(iii)



Any mining tenement granted pursuant to such

application shall, in addition to any covenants and

conditions that may be prescribed or imposed, be

granted subject to such conditions as the Minister for

Mines may determine having regard to the matters the

subject of the consultations with the Minister and the

Company pursuant to paragraph (c)(i) of this

subclause and any matters raised by the Company

before the Warden.



(e)



On the grant of any mining tenement pursuant to an

application to which this subclause applies the land the

subject thereof shall thereupon be deemed excised from the

mining lease (with abatement of future rent in respect of the

area excised but without any abatement of rent already paid

or of rent which has become due and has not been paid in

advance).



(f)



If the Company applies —

(i)



during the period of application for or during the term

of any mining tenement referred to in paragraph (e) of

this subclause; or



(ii)



if that tenement is a prospecting licence or exploration

licence and a substitute tenement is granted in respect

thereof pursuant to an application made under

section 49 or section 67 of the Mining Act, during the

term of the substitute title,



to the Minister to have the land the subject of such mining

tenement or substitute title as the case may be revert to the

mining lease on the termination of the mining tenement or

substitute title then notwithstanding anything contained in

the Mining Act on such termination the land the subject of

such mining tenement or substitute title shall thereupon be

deemed to be part of the land in the mining lease (with

appropriate adjustment of rental) and shall be subject to the

terms and conditions of the mining lease and this

Agreement.

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Royalties

13.



(1)



(2)



The Company shall during the continuance of this Agreement pay

to the State royalty on all iron ore from the mining lease (other than

iron ore shipped solely for testing purposes and in respect of which

no purchase price or other consideration is payable or due) as

follows —

(i)



on lump ore and on fine ore, where such fine ore is not sold

or shipped separately as such, shipped sold transferred or

otherwise disposed of or used prior to 1 December 2008 at

the rate of 5.625% of the f.o.b. value and thereafter 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 manganese ore and on manganiferous ore sold or shipped

separately as such at the rate of 7.5% of the f.o.b. value;



(iv)



on beneficiated ore at the rate of 3.25% of the f.o.b. value;



(v)



on beneficiated manganese ore and on beneficiated

manganiferous ore at the rate of 5% of the f.o.b. value;



(vi)



on all other iron ore of whatever kind at the rate of 7.5% of

the f.o.b. value.



The Company shall —

(a)



As at 15 Dec 2011



within fourteen days after the quarter days the last days of

March June September and December in each year

commencing with the quarter day next following the first

transportation of iron ore from the mining lease furnish to

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

subject of royalty hereunder and shipped sold transferred or

otherwise disposed of or used (as the case may be) during

the quarter immediately preceding the due date of the return

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

pay to the Minister the royalty payable in respect thereof or

if the f.o.b. value is not then finally calculated, agreed or

determined pay to the Minister on account of the royalty

payable hereunder a sum calculated on the basis of invoices

or provisional invoices (as the case may be) rendered by the

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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)



permit the Minister or his nominee to inspect at all

reasonable times the books of account and records of the

Company including contracts relative to any shipment or

sale of iron ore hereunder and records of iron ore in stockpile

or transit and to take copies of extracts 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 hereunder the Company 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 of iron ore which may affect the

amount of royalty payable hereunder; and



(c)



as and when required by the Minister for Mines from time to

time install and thereafter maintain in good working order

and condition meters for measuring quantities of iron ore and

iron ore products of such design or designs and at such

places as the Minister for Mines may require.



Area B

14.



(1)



page 24



The Company shall progressively explore and carry out full

geological investigations on the lands within Area B (except any

portion thereof approved by the Minister pursuant to subclause (1)

of Clause 6) expending in respect of each mining tenement within

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those lands amounts at least equal to the prescribed expenditure

conditions applicable to the mining tenement under the Mining Act

and shall report to the State the results of such exploration and

investigations as and when required by the Minister.

(2)



The Company may from time to time during the currency of this

Agreement until 30 June 2000 apply to the Minister for any mining

tenements held by it within Area B not then the subject of the

mining lease to be included in the mining lease and provided the

tenement or tenements concerned have been explored to the

satisfaction of the State, the Minister for Mines will subject to

surrender by the Company of the mining tenement or tenements

concerned include the land the subject thereof in the mining lease

by endorsement on the mining lease subject to such of the

conditions of the surrendered mining tenements as the Minister for

Mines determines but otherwise subject to the same terms

covenants and conditions as apply to the mining lease (with such

apportionment of rents as is necessary), notwithstanding that the

survey of such additional land has not been completed (but subject

to correction to accord with the survey when completed at the

Company’s expense).



(3)



(a)



Subject to paragraph (b) of this subclause exploration

licences held by the Company under the Mining Act within

Area B and which are not the subject of an approval by the

Minister under subclause (1) of Clause 6 or included in the

mining lease shall remain in force and effect during the

period from the date hereof to 30 June 2000 (and shall be

renewed as necessary pursuant to section 61(2) of the

Mining Act for this purpose) under and subject to the Mining

Act except that the provisions of section 65 of the Mining

Act shall not apply to those exploration licences during that

period.



(b)



On and after 30 June 2000 or the sooner determination or

cessation of this Agreement each exploration licence to

which paragraph (a) of this subclause applies then held by

the Company within Area B shall continue in force and

effect under and subject to the Mining Act for the balance of

the term thereof then current.



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Area C

15.



(1)



(a)



Subject to paragraph (b) of this subclause the exploration

licences held by the Company at the date hereof under the

Mining Act within Area C shall remain in force and effect

during the period from the date hereof to 30 June 2003 (and

shall be renewed as necessary pursuant to section 61(2) of

the Mining Act for this purpose) under and subject to the

Mining Act except that (subject to subclause (3)) the

provisions of section 65 of the Mining Act shall not apply to

those exploration licences during that period.



(b)



On and after June 2003 or the sooner determination or

cessation of this Agreement each exploration licence then

held by the Company within Area C shall continue in force

and effect under and subject to the Mining Act for the

balance of the term thereof then current.



(2)



The Company shall comply with the provisions of section 62 of the

Mining Act in regard to the exploration licences (subject to any

exemption under section 102A of that Act).



(3)



The State and the Company may negotiate during the currency of

this Agreement until 30 June 2003 as to the basis on which the

Company may be given rights to mine and recover iron ore from

Area C.



Protection and management of the environment

16.



(1)



The Company shall in respect of the matters referred to in

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

subject of approved proposals, carry out a continuous programme

of investigation research and monitoring to ascertain the

effectiveness of the measures it is taking both generally and

pursuant to such approved proposals for rehabilitation and the

protection and management of the environment.



(2)



The Company shall during the currency of this Agreement submit

to the Minister at yearly intervals commencing from the date when

the Company’s proposals are approved or determined (except those

years in which a comprehensive report is required to be submitted)

a brief report concerning investigations research and monitoring

carried out pursuant to subclause (1) and the implementation by the



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Company of the elements of the approved proposals relating to

rehabilitation and the protection and management of the

environment in the year ending two calendar months before the due

date for the brief report and, at three yearly intervals commencing

from such date a comprehensive report on the result of such

investigations research and monitoring and the implementation by

the Company of the elements of the approved proposals relating to

rehabilitation and the protection and management of the

environment during the three year period ending two calendar

months before the due date for the comprehensive report and the

programme proposed to be undertaken by the Company during the

following three year period in regard to investigations research and

monitoring pursuant to subclause (1) and the implementation by

the Company of the elements of the approved proposals relating to

rehabilitation and the protection and management of the

environment.

(3)



The Minister may within 2 months of receipt of a report pursuant

to subclause (2) notify the Company that the Minister —

(a)



requires amendment of the report and/or programme; or



(b)



requires additional detailed proposals to be submitted for the

protection and management of the environment.



(4)



The Company shall within 2 months of receipt of a notice pursuant

to paragraph (a) of subclause (3) submit to the Minister an

amended report and/or programme as required. The Minister shall

afford the Company full opportunity to consult with the Minister

on the Minister’s requirements during the preparation of any

amended report or programme.



(5)



The Minister may within 1 month of receipt of an amended report

or programme pursuant to subclause (4) notify the Company that

the Minister requires additional detailed proposals to be submitted

for rehabilitation and the protection and management of the

environment.



(6)



The Company shall within 2 months of receipt of a notice given

pursuant to paragraph (b) of subclause (3) or subclause (5) submit

to the Minister additional detailed proposals as required and the

provisions of subclauses (1), (2), (3) and (4) of Clause 8 shall

mutatis mutandis apply in respect of such proposals.



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(7)



Subject to and in accordance with the EP Act and any approvals

and licences required under that Act the Company shall implement

the decision of the Minister or any award on arbitration as the case

may be in accordance with the terms thereof.



Use of local labour professional services and materials

17.



(1)



page 28



The Company shall, for the purposes of this Agreement —

(a)



except in those cases where the Company can demonstrate it

is impracticable so to do, use labour available within

Western Australia (using all reasonable endeavours to ensure

that as many as possible of the Company’s workforce be

recruited from the Pilbara) or if such labour is not available

then, except as aforesaid, use labour otherwise available

within Australia;



(b)



as far as it is reasonable and economically practicable so to

do, use the services of engineers surveyors architects and

other professional consultants experts and specialists, project

managers, manufacturers, suppliers and contractors resident

and available within Western Australia or if such services

are not available within Western Australia then, as far as

practicable as aforesaid, use the services of such persons

otherwise available within Australia;



(c)



during design and when preparing specifications, calling for

tenders and letting contracts for works materials plant

equipment and supplies (which shall at all times, except

where it is impracticable so to do, use or be based upon

Australian Standards and Codes) ensure that suitably

qualified Western Australian and Australian suppliers

manufacturers and contractors are given fair and reasonable

opportunity to tender or quote;



(d)



give proper consideration and where possible preference to

Western Australian suppliers manufacturers and contractors

when letting contracts or placing orders for works, materials,

plant, equipment and supplies where price quality delivery

and service are equal to or better than that obtainable

elsewhere or, subject to the foregoing, give that

consideration and where possible preference to other

Australian suppliers manufacturers and contractors; and

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(e)



if notwithstanding the foregoing provisions of this subclause

a contract is to be let or an order is to be placed with other

than a Western Australian or Australian supplier,

manufacturer or contractor, give proper consideration and

where possible preference to tenders arrangements or

proposals that include Australian participation.



(2)



Except as otherwise agreed by the Minister the Company shall in

every contract entered into with a third party for the supply of

services labour works materials plant equipment or supplies for the

purposes of this Agreement require as a condition thereof that such

third party shall undertake the same obligations as are referred to in

subclause (1) and shall report to the Company concerning such

third party’s implementation of that condition.



(3)



The Company shall submit a report to the Minister at monthly

intervals or such longer period as the Minister determines

commencing from the date of this Agreement concerning its

implementation of the provisions of this Clause together with a

copy of any report received by the Company pursuant to

subclause (2) during that month or longer period as the case may be

PROVIDED THAT the Minister may agree that any such reports

need not be provided in respect of contracts of such kind or value

as the Minister may from time to time determine.



(4)



The Company shall keep the Minister informed on a regular basis

as determined by the Minister from time to time or otherwise as

required by the Minister during the currency of this Agreement of

any services (including any elements of the project investigations

design and management) and any works materials plant equipment

and supplies that it may be proposing to obtain from or have

carried out or permit to be obtained from or carried out outside

Australia together with its reasons therefor and shall as and when

required by the Minister consult with the Minister with respect

thereto.



Private roads

18.



(1)



The Company shall —

(a)



As at 15 Dec 2011



be responsible for the cost of the construction and

maintenance of all private roads which shall be used in its

activities hereunder;

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(b)



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



(c)



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

Railways Commission as the case may be.



Maintenance of public roads

(2)



The State shall maintain or cause to be maintained those public

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

local authority which may be used by the Company for the

purposes of this Agreement to a standard similar to comparable

public roads maintained by the Commissioner of Main Roads or a

local authority as the case may be.



Upgrading of public roads

(3)



In the event that for or in connection with the Company’s activities

hereunder the Company or any person engaged by the Company

uses or wishes to use a public road (whether referred to in

subclause (2) or otherwise) which is inadequate for the purpose, or

any use by the Company or any person engaged by the Company

of any public road results in excessive damage to or deterioration

thereof (other than fair wear and tear) the Company shall pay to the

State or the local authority as the case may require the whole or an

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

making good the damage or deterioration as may be reasonably

required by the Commissioner of Main Roads having regard to the

use of such public road by others.



Acquisition of private roads

(4)



page 30



Where a road constructed by the Company for its own use is

subsequently required for public use, the State may, after

consultation with the Company and so long as resumption thereof

shall not unduly prejudice or interfere with the activities of the

Company under this Agreement, resume and dedicate such road as

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a public road. Upon any such resumption the State shall pay to the

Company such amount as is reasonable.

Aerodrome

19.



(1)



The Company shall confer with the Minister on any upgrading of

existing aerodrome facilities and services in the Pilbara region that

the Minister after consultation with the relevant local authority may

consider to be required as a result of the Company’s activities

under this Agreement.



(2)



The Company shall not propose or construct any mine aerodrome

of a standard greater than the minimum requirements for an

Authorised Landing Area of a standard suitable for use by a

Canadair Challenger 600-601 jet aircraft or other similar aircraft

without the approval of the Minister.



Electricity — mine site

20.



(1)



For the purposes of facilitating integration of electricity generation

and transmission facilities in the area of the mine site the Company

shall purchase its electricity requirements (if available) from the

State Energy Commission or negotiate with the State Energy

Commission for the payment by the Company of an equitable

contribution towards the augmentation of the facilities of the State

Energy Commission to enable it to supply such electricity to the

Company. Electricity supplied to the Company pursuant to this

subclause shall be at rates and on terms and conditions to be agreed

between the State Energy Commission and the Company.



Electricity generation

(2)



In the event of the Company demonstrating to the satisfaction of

the Minister that the provisions of subclause (1) would be unduly

prejudicial to its activities or if the State Energy Commission is

unable to provide supply the Company may —

(a)



As at 15 Dec 2011



in accordance with its approved proposals hereunder and

subject to the provisions of the Electricity Act 1945 and the

approval and requirements of the State Energy Commission

pursuant to any Act, install and operate without cost to the

State, at an appropriate location equipment of sufficient



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capacity to generate electricity for its activities at the mine

site; and

(b)



transmit power within the mine site and for the operations of

the Company’s railway subject to the provisions of the

Electricity Act 1945 and the approval and requirements of

the State Energy Commission pursuant to any Act.



Easements

(3)



In the event that the Company is unable to procure easements or

other rights over land required for the purposes of subclause (2) on

reasonable terms the State shall assist the Company to such extent

as may be reasonably necessary to enable it to procure the said

easements or other rights over land.



Supply to State Energy Commission

(4)



If the State Energy Commission desires to purchase power for its

own use and the Company has the ability to supply such power in

excess of the Company’s own requirements, the Company shall use

its best endeavours to supply on terms and conditions to be

negotiated between the State Energy Commission and the

Company and the Company shall in that event be empowered to

supply such power.



Water — mine site

21.



(1)



page 32



(a)



The State and the Company shall agree upon the amounts

(and qualities thereof) of the Company’s annual and

maximum daily water requirements for use in its activities

hereunder at the mine site (which amounts or such other

amounts as shall from time to time be agreed between the

parties to be reasonable are hereinafter called “the mining

water requirements”).



(b)



To the fullest extent reasonably practicable the Company

shall use water obtained from dewatering on the mining

lease for its purposes under this Agreement.



(c)



Nothing in this Agreement shall be construed to exempt the

Company from any liability to the State or to third parties

arising out of or caused by extraction of water from the



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mining lease by dewatering or any discharge or escape from

the mining lease of water obtained by dewatering.

Search within mining lease

(2)



The Company shall at its cost and in collaboration with the State

search for underground water within the mining lease. Where

appropriate the Company shall employ and retain experienced

groundwater consultants. The Company shall furnish to the

Minister details of the results of its investigations and copies of the

reports of such consultants as they become available.



Search outside mining lease

(3)



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

consultants pursuant to subclause (2) indicate that any source of

underground water in the mining lease is likely to be inadequate or

unsuitable to supply the mining water requirements the State and

the Company shall (having due regard to the then present or likely

future requirements of third parties for water) collaborate and agree

on the programme which shall be carried out by the State at the

cost of the Company to search for water inside and outside the

mining lease.



Grant of licence

(4)



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

the satisfaction of the Minister the availability of any suitable

underground water source in or near the mining lease which can

continue to be drawn on by the Company without seriously

affecting the water level in that water source beneath the mining

lease or adjacent areas or the availability or water in the adjacent

areas the State shall grant to the Company a licence to develop and

draw from that source at the Company’s cost but without fee, the

mining water requirements on such terms and conditions as are

necessary to ensure good water resource management as the

Minister may from time to time require and during the continuance

of this Agreement grant renewals of any such licence PROVIDED

HOWEVER that should that source in the opinion of the Minister

prove hydrologically inadequate to meet the mining water

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

Company (or on at least 48 hours prior notice if in the opinion of

the Minister an emergency situation exists) limit the amount of



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water which may be taken from that source at any one time or from

time to time to the maximum which that source is hydrologically

capable of meeting as aforesaid.

Investigation of surface water

(5)



In the event of water supplies from available underground sources

proving insufficient to meet the mining water requirements the

Company shall notwithstanding the provisions of subclause (4)

collaborate with the State in an investigation of surface water,

water catchments and storage dams. The Company shall if it

proposes to utilise such surface water, water catchments and

storage dams pay to the State a sum or sums to be agreed towards

the cost of such investigation.



Alternative water source

(6)



Should the State at any time pursuant to the proviso to

subclause (4) limit the amount of water to be taken from any

underground water source or if otherwise the mining water

requirements cannot be met from any water source on a continuous

basis the State shall with all reasonable expedition and in

conjunction with and upon the request of the Company search for

new or additional water sources with a view to restoring or

ensuring the full quantity of the mining water requirements. The

Company shall pay to the State a fair and reasonable proportion of

the cost of investigating and developing such new and additional

water sources as agreed between the Company and the State.



Development of water sources

(7)



The Company shall provide at its cost or with finance arranged by

it and construct to standards and in accordance with designs

approved by the State and operate and maintain in accordance with

the relevant approved proposals all necessary dams, bores, valves,

distribution pipelines, reticulation, meters, tanks, equipment and

appurtenances necessary to draw transport use reticulate and

dispose of water obtained by the Company pursuant to this Clause.



State’s acquisition of water facilities

(8)



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

opinion that it would be desirable for water conservation purposes

or water management purposes that sources of water utilised by the

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

regional water supply scheme, the Minister may, on giving

6 months prior notice to the Company of his intention to do so,

acquire the Company’s water supply facilities for a monetary

consideration to be agreed between the Minister and the Company.

Immediately thereafter the State shall, subject only to the continued

hydrological availability of water from such sources (as determined

by the Minister) commence and thereafter continue to supply water

of the relevant qualities up to the amount and at the rates required

by the Company being the amounts and rates to which the

Company was previously entitled and the proviso to subclause (4)

and the provisions of subclause (5) shall in like manner apply to

this subclause.

Enlarged water capacity

(9)



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

requirements and to the hydrological adequacy of existing water

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

resources referred to in this Clause or construct any works in

connection therewith to a greater capacity than that required to

supply the mining water requirements but in that event the

Company shall pay to the State a share of the cost of the system as

so enlarged as may be agreed between the parties to be fair in all

the circumstances.



Third party use

(10) The State may after first having due regard to the mining water

requirements and to the hydrological adequacy of the applicable

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

Company specifying the identity of the third party including where

applicable the State and the estimated maximum daily and total

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

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

draw water or itself draw water from that source PROVIDED

HOWEVER that —

(a)



As at 15 Dec 2011



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

moneys in respect of the investigation development and

utilisation of that water source the State shall require as a

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



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a substantial drawer of water from that water source within

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

the State) shall reimburse to the Company prior to the third

party exercising its rights to draw water, such proportion of

those moneys as the Minister determines is fair and

reasonable; and

(b)



where the Company draws water from that water source the

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

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

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

parties and thereafter if further reduction is necessary the

State’s and the Company’s requirements shall be reduced in

such proportion as may be agreed.



Payment for water

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

pursuant to subclauses (5) and (8) a fair price to be agreed between

the parties hereto having regard to the actual cost to the State of

establishing operating and maintaining the supply and provision for

replacement of the water supply facilities.

Design of plant

(12) The Company shall to the extent that it is practical and economical

design construct and operate all plant required under this Clause so

as to ensure the most efficient use of the available water resources

including if required by the Minister the use of brackish or saline

water.

Charges for supply of water to third parties

(13) Subject to the Minister’s approval the Company may supply water

to third parties including the State at a charge to be approved by the

Minister after consultation with the Company. The Company shall

have all the powers and authorities with respect to such water as

are determined by the Minister which may include all or any of the

powers of a water board under the Water Boards Act 1904 and,

with the consent of the Minister for Local Government, those of a

local authority.



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Minimisation of water consumption

(14) The Company shall to the extent that it is practical and economical

design construct and operate all plant and equipment used in its

activities under this Agreement so as to minimise water

consumption and shall at all times use its best endeavours to

minimise the consumption of water in its activities under this

Agreement and ensure the most efficient use of the available water

resources.

State to restrict adverse grants

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

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

which the Company is drawing water or from time to time have the

right to draw water hereunder unless the Minister reasonably

determines that such grant is not likely to unduly prejudice or to

interfere with the activities of the Company hereunder and is not

likely to render the water source incapable of supplying the mining

water requirements on a continuous basis.

Rights in Water and Irrigation Act

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

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

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

rights and licences shall except where inconsistent with the

provisions of this Agreement apply to any water source developed

for the Company’s purposes under this Agreement.

Provision of accommodation/housing

22.



(1)



Accommodation for the mine camp workforce when the Company

is producing not more than 15,000,000 tonnes of iron ore per

annum for transportation from the mining lease and the total

number of the mine camp workforce is not more than 150 shall be

by way of temporary accommodation units (not caravans) and

ancillary facilities of a standard generally used in the mining

industry located in the vicinity of the mining lease and —

(a)



As at 15 Dec 2011



the accommodation units and facilities ancillary to the

accommodation units (which may include a mess/wet mess,

amenities blocks and offices for Company management

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personnel) may be provided by the Company or a contractor

to the Company but shall be subject to the prior approval of

the Minister as to nature and type;



(2)



(b)



unless otherwise agreed by the Minister all accommodation

units on the mine site shall be removed from the mine site

upon the mine camp workforce being accommodated

elsewhere than at the mine site;



(c)



only the mine camp workforce and persons visiting the mine

site in connection with the Company’s mining activities on a

short term basis or employed for a specific task of limited

duration shall be permitted to stay at the accommodation

area; and



(d)



except where the Minister otherwise agrees in a particular

case, no dependants or pets shall be allowed on the mine site.



If and whenever the Company proposes —

(a)



to give a notice of proposed increase of tonneages or

workforce pursuant to Clause 11;



(b)



to substantially add to upgrade replace or relocate

accommodation units; or



(c)



to construct an additional accommodation area separate from

that already established



it shall confer with the Minister with respect to the future

accommodation of the mine camp workforce (including those

members of the mine camp workforce then accommodated at the

accommodation area) which may include expansion or alteration of

the accommodation area, establishment of or assimilation into a

new townsite, and assimilation into an existing town before

submitting any proposal in regard thereto to the Minister.

(3)



The Company shall likewise confer with the Minister at the request

of the Minister if the State proposes an open town in the Pilbara

area and shall co-operate with the State on any studies in relation to

such a proposal that may be required to select a site for the town.



(4)



If the State and the Company agree that the mine camp workforce

can be located in the proposed open town then the Company will



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relocate the workforce to the open town within an agreed period of

time at no cost to the State and make such contributions to the

infrastructure and community facilities in the open town as are

agreed between the State and the Company to be required to

service the needs of the Company’s workforce.

(5)



The Company shall confer with the Minister as and when required

by the Minister and the relevant local authorities with a view —

(a)



to ensuring that appropriate planning is being made for the

provision of adequate serviced land for housing the

Company’s workforce in any existing town; and



(b)



to assisting in the cost of providing any appropriate

community, recreation, civic or social amenities at any

existing town required for the Company’s workforce and

associated population.



Lands

23.



(1)



The State shall in accordance with the Company’s approved

proposals grant to the Company, or arrange to have the appropriate

authority or other interested instrumentality of the State grant, for

such periods and on such terms and conditions including rentals

and renewal rights as shall be reasonable having regard to the

requirements of the Company and as are consistent with the terms

of this Agreement and approved proposals, leases and where

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

the purposes of the Company’s activities hereunder including any

of the following namely — accommodation area, rail spur line,

railway line, conveyor, private roads, tailing areas, water pipelines,

pumping installations and reservoirs, power transmission lines,

radio and communication sites, plant site areas and borrow pits for

stone sand clay and gravel.



Modification of Land Act

(2)



For the purpose of this Agreement in respect of any land leased to

the Company by the State the Land Act shall be deemed to be

modified by —

(a)



As at 15 Dec 2011



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

following subsection —

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“(2) Upon the Minister signifying approval pursuant to

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

land the same may subject to this section be leased.”;

(b)



the deletion of the proviso to section 116;



(c)



the deletion of section 135;



(d)



the deletion of section 143;



(e)



the inclusion of a power to grant occupancy rights over land

on such terms and conditions as the Minister for Lands may

determine;



(f)



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

or periods and on such terms and conditions (including

renewal rights) and in forms consistent with the provisions

of this Agreement in lieu of the terms or periods, the terms

and conditions and the forms referred to in the Land Act.



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

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

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

Railway

24.



(1)



page 40



Subject to the State having assured to the Company all necessary

rights in or over Crown lands available for the purpose 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 along the route

specified in the approved proposals (but subject to the provisions

of the Public Works Act 1902, to the extent that they are

applicable) the rail spur line or lines or railway line (of standard

gauge, 1.4351 metres) specified in the approved proposals and

shall also construct inter alia any necessary deviations, loops,

spurs, sidings, crossings, points, bridges signalling switches and

other works and appurtenances and provide for crossing places and

(where appropriate and required by the Minister) grade separation

or other protective devices including flashing lights and boom

gates at places where the specified railway crosses or intersects

with major roads or existing railways (all of which together with

the specified rail spur line or lines or railway line being hereinafter

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referred to as “the said railway”) and shall operate the said railway

with sufficient and adequate locomotives freight cars and other

railway stock and equipment for the purposes of the Company’s

activities under this Agreement.

Operation of railway

(2)



The Company shall during the continuance of this Agreement

operate the said railway in a safe and proper manner and shall

provide crossings for livestock and also for any roads and other

railways which now exist and where it can do so without unduly

prejudicing or interfering with its activities hereunder the Company

shall allow such crossings for roads and railways which may be

constructed for future needs and which may be required to cross

the said railway.



Third parties iron ore

(3)



The Company shall if and when required carry iron ore and iron

ore products of third parties (being iron ore or iron ore products

obtained from outside the mineral lease) over the said railway in

accordance with arrangements (including provision for payment of

charges by such third parties) to be entered into for the purpose of

this subclause between the Company and the State such

arrangements unless the parties hereto otherwise agree to be similar

in all material respects with any other arrangements for the carriage

of iron ore products of third parties made pursuant to any other

agreement with the State relating to the mining of iron ore.



Passengers and freight

(4)



Where the Company can do so without materially prejudicing or

interfering with its operations hereunder and subject to the payment

to it of the charges prescribed by and for the time being payable

under any by-laws made by the Company in respect of the

transporting of passengers and the carriage of freight over the said

railway and subject to the due compliance with the other

requirements and conditions prescribed by such by-laws (or should

there be no such by-laws for the time being in force then subject to

the payment of such charges and the due compliance with such

requirements and conditions as in either case shall be reasonable

having regard to the cost to the Company of the construction and

operation of the said railway) the Company shall if and when



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reasonably required so to do transport passengers and carry the

freight of the State and third parties (other than iron ore or iron ore

products of third parties) over the said railway but in relation to its

use of the said railway the Company shall not be deemed to be a

common carrier at law or otherwise.

Use of other railways

(5)



The Company shall not enter into any agreement or other

arrangement for the use of or the carriage of the iron ore products

of the Company over any railway not established by the Company

pursuant to this Agreement without the prior approval of the State

thereto and to the proposed terms and conditions (including

charges) for such use or carriage.



Shipping facilities

25.



(1)



Where pursuant to Clause 11 and approved proposals the Company

is to develop a port for the shipment of iron ore, the Company shall

develop the port in accordance with the approved proposals and

shall construct a Company wharf and carry out all necessary

dredging of approach channels, swinging basins and berth at the

Company’s wharf and provide all necessary buoys, beacons,

markers, navigational aids, lighting equipment and services and

facilities required in connection therewith.



(2)



Notwithstanding the provisions of subclause (1), the Company and

the State recognise with respect to any wharf or port and shipping

facilities and services to be established for the purposes of this

Agreement that it may be advantageous for the State to provide all

or any of such works or services and in such case the Company and

the State shall together with other users and potential users of a

wharf or port and/or those facilities or services confer as to the

manner in and the conditions upon which the State should provide

such works facilities or services to the mutual advantage of all.

The Company shall pay to the State a sum or sums to be agreed

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

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

works facilities or services provided by the State.



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Use of shipping facilities

(3)



The Company shall subject to and in accordance with by-laws

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

time to be made and altered as provided in Clause 26 and subject

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

reasonable terms and at reasonable charges (having regard to the

cost thereof to the Company) allow the State and third parties to

use any wharf and port installations wharf machinery and

equipment and wharf and port services and facilities constructed or

provided by the Company PROVIDED THAT such use shall not

unduly prejudice or interfere with the Company’s operations

hereunder and that such use shall be subject to the prior approval of

the Company.



By-laws

26.



The Minister may upon recommendation by the Company make alter and

repeal by-laws for the purpose of enabling the Company to fulfil its

obligations under Clause 24 and subclause (3) of Clause 25 upon terms

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

charging and limitation of the liability of the Company) as set out in such

by-laws consistent with the provisions hereof. Should the Minister at any

time consider that any by-law made hereunder has as a result of altered

circumstances become unreasonable or inapplicable then the Company

shall recommend such alteration or repeal thereof as the Minister may

reasonably require or (in the event of their being any dispute as to the

reasonableness of such requirement) then as may be decided by

arbitration hereunder.



Further processing

27.



(1)



During the continuance of this Agreement commencing from the

date when the Company first transports iron ore from the mining

lease (other than iron ore shipped solely for testing purposes) the

Company shall undertake ongoing investigations into the technical

and economic feasibility of establishing facilities within the said

State either alone or in association with others for the further

processing of iron ore obtained from the mining lease and as and

when requested by the Minister, but not more frequently than once

in every two years, shall submit detailed reports of their



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investigations to the date of request and their conclusions in regard

thereto.

(2)



The State may undertake similar investigations and, for this

purpose, the Company shall provide the State, within a reasonable

time of request, with such information as the State may reasonably

request. The Company shall not be obliged to supply technical

information of a confidential nature or financial and economic

information the disclosure of which would unduly prejudice

contractual or commercial arrangements between the Company and

third parties, but will use reasonable endeavours to arrange for the

supply of this or like information on request by the State.



(3)



If as result of investigations undertaken under subclause (1) or (2),

the Company or the State reasonably concludes that further

processing of iron ore from the mining lease with or without other

iron ore and by the Company alone or in association with others is

technically and economically feasible, then the State and the

Company shall consult on the implementation of such further

processing.



(4)



If the Company is unwilling to proceed with implementation of

such further processing on a timetable acceptable to the State, the

State may allow a third party to carry out that implementation but

the State will not grant to the third party terms and conditions more

favourable on the whole than it was prepared to grant to the

Company. In such circumstances, the Company will if required by

the third party supply iron ore to the third party at the wharf or port

through which iron ore from the mining lease is then or was last

exported or such other place as the third party and the Company

agree in sufficient quantities and appropriate rates and grades and

at appropriate times to meet the requirements of the third party for

at least the first ten years of its operations at a reasonable price and

in determining a reasonable price regard shall be had to any

comparable sales then being made by the Company and if there are

no such sales, comparable sales (if any) then being made by other

iron ore producers in the Pilbara area. The Minister may relieve

the Company in whole or in part of its obligations under this

subclause where the Company demonstrates to the satisfaction of

the Minister that full or partial supply of the required iron ore is not

practicable on economic or technical grounds.



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Zoning

28.



The State shall ensure after consultation with the relevant local authority

that the mining lease and any lands the subject of any Crown Grant lease

licence or easement granted to the Company under this Agreement shall

be and remain zoned for use or otherwise protected during the currency of

this Agreement so that the activities of the Company hereunder may be

undertaken and carried out thereon without any interference or

interruption by the State or by any State agency or instrumentality or by

any local or other authority of the State on the ground that such activities

are contrary to any zoning by-law regulation or order.



Rating

29.



(1)



The State shall ensure that notwithstanding the provisions of any

Act or anything done or purported to be done under any Act the

valuation of all lands the subject of this Agreement (except the

accommodation area and any other parts of the lands the subject of

this Agreement on which accommodation units or housing for the

Company’s workforce is erected or which is occupied in

connection with such accommodation units or housing and except

as to any part upon which there stands any improvements that are

used in connection with a commercial undertaking not directly

related to the mining activities carried out by the Company

pursuant to approved proposals) shall for rating purposes under the

Local Government Act 1960, be deemed to be on the unimproved

value thereof and no such lands shall be subject to any

discriminatory rate and further as regards the mining lease that the

unimproved value thereof shall be calculated on the basis that the

mining lease is a mining lease under the Mining Act and not as

land held pursuant to an agreement made with the Crown in right

of the State and scheduled to an Act approving the agreement.



(2)



It is hereby declared and agreed that the provisions of section 533B

of the Local Government Act 1960 shall not apply to any lands the

subject of this Agreement.



No discriminatory rates

30.



Except as provided in this Agreement the State shall not impose, nor shall

it permit or authorise any of its agencies or instrumentalities or any local

or other authority of the State to impose discriminatory taxes rates or



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charges of any nature whatsoever on or in respect of the titles property or

other assets products materials or services used or produced by or through

the activities of the Company in the conduct of its business hereunder nor

will the State take or permit to be taken by any such State authority any

other discriminatory action which would deprive the Company of full

enjoyment of the rights granted and intended to be granted under this

Agreement.

Resumption for the purposes of this Agreement

31.



The State may as and for a public work under the Public Works Act 1902,

resume any land required for the purposes of this Agreement and

notwithstanding any other provisions of that Act may sell lease or

otherwise dispose of that land to the Company and the provisions of

subsections (2) to (7) inclusive of section 17 and section 17A of that Act

shall not apply to or in respect of that land or the resumption thereof. The

Company shall pay to the State on demand the costs of and incidental to

any land resumed at the request of and on behalf of the Company.



No resumption

32.



Subject to the performance by the Company of its obligations under this

Agreement the State shall not during the currency of this Agreement

without the consent of the Company resume nor suffer nor permit to be

resumed by any State instrumentality or by any local or other authority of

the State any of the works installations plant equipment or other property

for the time being belonging to the Company and the subject of or used

for the purpose of this Agreement or any of the works on the lands the

subject of any lease or licence granted to the Company in terms of this

Agreement or any works installations plant equipment or other property

on such lands and belonging to a contractor to the Company and being

used in the Company’s activities under this Agreement AND without

such consent (which shall not be unreasonably withheld) the State shall

not create or grant or permit or suffer to be created or granted by any

instrumentality or authority of the State as aforesaid any road

right-of-way water right or easement of any nature or kind whatsoever

over or in respect of any such lands which may unduly prejudice or

interfere with the Company’s activities under this Agreement.



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Assignment

33.



(1)



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

time assign mortgage charge sublet or dispose of to any company

or persons with the consent of the Minister the whole or any part of

the rights of the Company hereunder (including its rights to or as

the holder of the mining lease (or the exploration licences referred

to in recital (a) hereof if the mining lease is not then issued) or any

other lease licence easement grant or other title) and of the

obligations of the Company hereunder subject however in the case

of an assignment subletting or disposition to the assignee sublessee

or disponee (as the case may be) executing in favour of the State

(unless the Minister otherwise determines) a deed of covenant in a

form to be approved by the Minister to comply with observe and

perform the provisions hereof on the part of the Company to be

complied with observed or performed in regard to the matter or

matters the subject of such assignment subletting or disposition.



(2)



Notwithstanding anything contained in or anything done under or

pursuant to subclause (1) the Company shall at all times during the

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

punctual performance and observance of all the covenants and

agreements on its part contained in this Agreement and in the

mining lease or any other lease licence easement grant or other title

the subject of an assignment mortgage subletting or disposition

under subclause (1) PROVIDED THAT the Minister may agree to

release the Company from such liability where the Minister

considers such release will not be contrary to the interests of the

State.



(3)



Notwithstanding the provisions of the the Mining Act, the Transfer

of Land Act 1893 and the Land Act, insofar as the same or any of

them may apply —

(a)



As at 15 Dec 2011



no assignment mortgage charge sublease or disposition made

or given pursuant to this Clause of or over the mining lease

or any other lease licence easement grant or other title

granted under or pursuant to this Agreement by the

Company or any assignee sublessee or disponee who has

executed and is for the time being bound by deed of

covenant made pursuant to this Clause; and



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(b)



no transfer assignment mortgage or sublease made or given

in exercise of any power contained in any such mortgage or

charge



shall require any approval or consent other than such consent as

may be necessary under this Clause and no equitable mortgage or

charge shall be rendered ineffectual by the absence of any approval

or consent (otherwise than as required by this Clause) or because

the same is not registered under the provisions of the Mining Act.

Variation

34.



(1)



The parties to this Agreement may from time to time by agreement

in writing add to substitute for cancel or vary all or any of the

provisions of this Agreement or of any lease licence easement grant

or other title granted under or pursuant to this Agreement for the

purpose of more efficiently or satisfactorily implementing or

facilitating any of the objects of this Agreement.



(2)



The Minister shall cause any agreement made pursuant to

subclause (1) in respect of any addition substitution cancellation or

variation of the provisions of this Agreement to be laid on the

Table of each House of Parliament within 12 sitting days next

following its execution.



(3)



Either House may, within 12 sitting days of that House after the

agreement has been laid before it pass a resolution disallowing the

agreement, but if after the last day on which the agreement might

have been disallowed neither House has passed such a resolution

the agreement shall have effect from and after that last day.



Force majeure

35.



This Agreement shall be deemed to be made subject to any delays in the

performance of the obligations under this Agreement and to the

temporary suspension of continuing obligations under this Agreement

that may be caused by or arise from circumstances beyond the power and

control of the party responsible for the performance of those obligations

including without limiting the generality of the foregoing delays or any

such temporary suspension as aforesaid caused by or arising from act of

God force majeure earthquakes floods storms tempest washaways fire

(unless caused by the actual fault or privity of the party responsible for

such performance) act of war act of public enemies riots civil



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commotions strikes lockouts stoppages restraint of labour or other similar

acts (whether partial or general) acts or omissions of the Commonwealth

shortages of labour or essential materials reasonable failure to secure

contractors delays of contractors and inability to sell iron ore profitably or

factors due to overall world economic conditions or factors due to action

taken by or on behalf of any government or governmental authority (other

than the State or any authority of the State) or factors that could not

reasonably have been foreseen PROVIDED ALWAYS that the party

whose performance of obligations is affected by any of the said causes

shall promptly give notice to the other party of the event or events and

shall use its best endeavours to minimise the effects of such causes as

soon as possible after the occurrence.

Power to extend periods

36.



Notwithstanding any provision of this Agreement the Minister may at the

request of the Company from time to time extend or further extend any

period or vary or further vary any date referred to in this Agreement or in

any approved proposal for such period or to such later date as the

Minister thinks fit whether or not the period to be extended has expired or

the date to be varied has passed.



Determination of Agreement

37.



(1)



In any of the following events namely if —

(a)



(i)



the Company makes default which the State considers

material in the due performance or observance of any

of the covenants or obligations of the Company in this

Agreement or in the mining lease or any other lease

licence easement grant or other title or document

granted or assigned under this Agreement on its part

to be performed or observed; or



(ii)



the Company abandons or repudiates this Agreement

or its activities under this Agreement



and such default is not remedied or such activities resumed

within a period of 180 days after notice is given by the State

as provided in subclause (2) or, if the default or

abandonment is referred to arbitration, then within the period

mentioned in subclause (3); or



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(b)



the Company goes into liquidation (other than a voluntary

liquidation for the purpose of reconstruction) and unless

within 6 months from the date of such liquidation the interest

of the Company is assigned to an assignee approved by the

Minister under Clause 33



the State may by notice to the Company determine this Agreement.

(2)



The notice to be given by the State in terms of paragraph (a) of

subclause (1) shall specify the nature of the default or other ground

so entitling the State to exercise such right of determination and

where appropriate and known to the State the party or parties

responsible therefor and shall be given to the Company and all

such assignees mortgagees chargees and disponees for the time

being of the Company’s said rights to or in favour of whom or by

whom an assignment mortgage charge or disposition has been

effected in terms of Clause 33 whose name and address for service

of notice has previously been notified to the State by the Company

or any such assignee mortgagee chargee or disponee.



(3)



(a)



If the Company contests the alleged default abandonment or

repudiation referred to in paragraph (a) of subclause (1) the

Company shall within 60 days after notice given by the State

as provided in subclause (2) refer the matter in dispute to

arbitration.



(b)



If the question is decided against the Company, the

Company shall comply with the arbitration award within a

reasonable time to be fixed by that award PROVIDED

THAT if the arbitrator finds that there was a bona fide

dispute and that the Company was not dilatory in pursuing

the arbitration, the time for compliance with the arbitration

award shall not be less than 90 days from the date of such

award.



(4)



page 50



If the default referred to in paragraph (a) of subclause (1) shall not

have been remedied after receipt of the notice referred to in that

subclause or within the time fixed by the arbitration award as

aforesaid the State instead of determining this Agreement as

aforesaid because of such default may itself remedy such default or

cause the same to be remedied (for which purpose the State by

agents workmen or otherwise shall have full power to enter upon



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lands occupied by the Company and to make use of all plant

machinery equipment and installations thereon) and the actual costs

and expenses incurred by the State in remedying or causing to be

remedied such default shall be a debt payable by the Company to

the State on demand.

Effect of cessation or determination of Agreement

38.



(1)



(2)



On the cessation or determination of this Agreement —

(a)



except as otherwise agreed by the Minister the rights of the

Company to in or under this Agreement and the rights of the

Company or of any assignee of the Company or any

mortgagee to in or under the mining lease and any other

lease licence easement grant or other title or right granted

hereunder or pursuant hereto (but excluding townsite lots

which have been granted to or acquired by the Company and

which are no longer owned by it) shall thereupon cease and

determine but without prejudice to the liability of either of

the parties hereto in respect of any antecedent breach or

default under this Agreement or in respect of any indemnity

given under this Agreement;



(b)



the Company shall forthwith pay to the State all moneys

which may then have become payable or accrued due;



(c)



save as aforesaid and as otherwise provided in this

Agreement neither of the parties shall have any claim against

the other of them with respect to any matter or thing in or

arising out of this Agreement.



Subject to the provisions of subclause (3) upon the cessation or

determination of this Agreement except as otherwise determined by

the Minister all buildings erections and other improvements erected

on any land then occupied by the Company under the mining lease

or any other lease licence easement grant or other title made under

or pursuant to this Agreement shall become and remain the

absolute property of the State without the payment of any

compensation or consideration to the Company or any other party

and freed and discharged from all mortgages and other

encumbrances and the Company shall do and execute all such

deeds documents and other acts matters and things (including



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surrenders) as the State may reasonably require to give effect to the

provisions of this subclause.

(3)



In the event of the Company immediately prior to the cessation or

determination of this Agreement or subsequently thereto desiring to

remove any of its fixed or movable plant and equipment or any part

thereof from any part of the land occupied by it at the date of such

cessation or determination it shall give to the State notice of such

desire and thereby shall grant to the State the right or option

exercisable within 3 months thereafter to purchase in situ such

fixed or moveable plant and equipment at a fair valuation to be

agreed between the parties or failing agreement determined by

arbitration under this Agreement.



Environmental protection

39.



Nothing in this Agreement shall be construed to exempt the Company

from compliance with any requirement in connection with the protection

of the environment arising out of or incidental to its activities under this

Agreement that may be made pursuant to the EP Act.



Indemnity

40.



The Company shall indemnify and keep indemnified the State and its

servants agents and contractors in respect of all actions suits claims

demands or costs of third parties arising out of or in connection with any

work carried out by or on behalf of the Company pursuant to this

Agreement or relating to its activities hereunder or arising out of or in

connection with the construction maintenance or use by the Company or

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

services the subject of this Agreement or the plant apparatus or

equipment installed in connection therewith PROVIDED THAT subject

to the provisions of any other relevant Act such indemnity shall not apply

in circumstances where the State, its servants, agents, or contractors are

negligent in carrying out work for the Company pursuant to this

Agreement.



Commonwealth licences and consents

41.



(1)



page 52



The Company shall from time to time make application to the

Commonwealth or to the Commonwealth constituted agency,

authority or instrumentality concerned for the grant to it of any

licence or consent under the laws of the Commonwealth necessary

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to enable or permit the Company to enter into this Agreement and

to perform any of its obligations hereunder.

(2)



On request by the Company the State shall make representations to

the Commonwealth or to the Commonwealth constituted agency

authority or instrumentality concerned for the grant to the

Company of any licence or consent mentioned in subclause (1).



Subcontracting

42.



The State shall ensure that without affecting the liabilities of the parties

under this Agreement either party shall have the right from time to time

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

which it is authorised or obliged to carry out hereunder.



Stamp duty exemption

43.



(1)



The State shall exempt from any stamp duty which but for the

operation of this Clause would or might be assessed and chargeable

on —

(a)



this Agreement;



(b)



instruments of transfer under the Mining Act dated

30 November 1992 by Hancock Resources Limited to the

Company of Exploration Licences Nos. 47/243, 47/308,

47/309, 47/427, 47/428, 47/429, 47/430, 47/431 and 47/597;



(c)



any instrument executed by the State pursuant to this

Agreement granting to or in favour of the Company or any

permitted assignee any tenement lease licence easement or

other right or rights; and



(d)



any assignment sublease or disposition (other than by way of

mortgage or charge) made in conformity with the provisions

of subclause (1) of Clause 33



PROVIDED THAT this subclause shall not apply to any

instrument or other document executed or made after

31 December 1996.

(2)



If prior to the date on which the Bill referred to in Clause 3 to ratify

this Agreement is passed as an Act stamp duty has been assessed

and paid on any instrument or other document or transaction



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referred to in subclause (1) the State when such Bill is passed as an

Act shall on demand refund any stamp duty paid on any such

instrument or other document or transaction to the person who paid

the same.

Arbitration

44.



(1)



Any dispute or difference between the parties arising out of or in

connection with this Agreement the construction of this Agreement

or as to the rights duties or liabilities of either party under this

Agreement or as to any matter to be agreed upon between the

parties under this Agreement shall in default of agreement between

the parties and in the absence of any provision in this Agreement to

the contrary be referred to and settled by arbitration under the

provisions of the Commercial Arbitration Act 1985 and

notwithstanding section 20(1) of that Act each party may be

represented before the arbitrator by a duly qualified legal

practitioner or other representative.



(2)



Except where otherwise provided in this Agreement, the provisions

of this Clause shall not apply to any case where the State the

Minister or any other Minister in the Government of the said State

is by this Agreement given either expressly or impliedly a

discretionary power.



(3)



The arbitrator of any submission to arbitration under this

Agreement is hereby empowered upon the application of either of

the parties to grant in the name of the Minister any interim

extension of any period or variation of any date referred to herein

which having regard to the circumstances may reasonably be

required in order to preserve the rights of that party or of the parties

under this Agreement and an award may in the name of the

Minister grant any further extension or variation for that purpose.



Consultation

45.



The Company shall during the currency of this Agreement consult with

and keep the State fully informed on a confidential basis concerning any

action that the Company propose to take with any third party (including

the Commonwealth or any Commonwealth constituted agency authority

instrumentality or other body) which might significantly affect the overall

interest of the State under this Agreement.



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Notices

46.



Any notice consent or other writing authorised or required by this

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

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

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

forwarded by prepaid post or handed to the Company at its address

hereinbefore set forth or other address in the said State nominated by the

Company to the Minister and by the Company if signed on its behalf by

any person or persons authorised by the Company or by its solicitors as

notified to the State from time to time and forwarded by prepaid post or

handed to the Minister and except in the case of personal service any such

notice consent or writing shall be deemed to have been duly given or sent

on the day on which it would be delivered in the ordinary course of post.



Term of Agreement

47.



Subject to the provisions of subclauses (5) and (7) of Clause 8 and

Clauses 37 and 38, this Agreement shall expire on the expiration or

sooner determination or surrender of the mining lease.



Applicable law

48.



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

being in force in the State of Western Australia.

THE SCHEDULE

WESTERN AUSTRALIA

MINING ACT 1978

IRON ORE (HOPE DOWNS) AGREEMENT ACT 1992

MINING LEASE



MINING LEASE NO.

The Minister for Mines a corporation sole established by the Mining Act 1978

with power to grant leases of land for the purposes of mining in consideration of

the rents hereinafter reserved and of the covenants on the part of the Lessee

described in the First Schedule to this lease and of the conditions hereinafter

contained and pursuant to the Mining Act 1978 (except as otherwise provided by

the Agreement (hereinafter called “the Agreement”) described in the Second

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Schedule to this lease) hereby leases to the Lessee the land more particularly

delineated and described in the Third Schedule to this lease for iron ore and for

manganese ore and manganiferous ore (as defined in the Agreement) subject

however to the exceptions and reservations set out in the Fourth Schedule to this

lease and to any other exceptions and reservations which subject to the

Agreement are by the Mining Act 1978 and by any Act for the time being in

force deemed to be contained herein to hold to the Lessee this lease for a term

of twenty one years commencing on the date set out in the Fifth Schedule to this

lease (subject to the sooner determination of the said term upon the cessation or

determination of the Agreement) upon and subject to such of the provisions of

the Mining Act 1978 except as otherwise provided by the Agreement as are

applicable to mining leases granted thereunder and to the terms covenants and

conditions set out in the Agreement and to the covenants and conditions herein

contained or implied and any further conditions or stipulations set out in the

Sixth Schedule to this lease the Lessee paying therefor the rents for the time

being and from time to time prescribed pursuant to the provisions of the Mining

Act 1978 at the times and in the manner so prescribed and royalties as provided

in the Agreement with the right during the currency of the Agreement and in

accordance with the provisions of the Agreement to take two successive

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

and conditions subject to the sooner determination of the term upon cessation or

determination of the Agreement PROVIDED ALWAYS that this lease shall not

be determined or forfeited otherwise than in accordance with the Agreement.

In this lease —





“Lessee” includes the successors and permitted assigns of the Lessee.







If the Lessee be more than one the liability of the Lessee hereunder shall

be joint and several.







Reference to an Act includes all amendments to that Act for the time

being in force and also any Act passed in substitution therefor or in lieu

thereof and to the regulations and by-laws for the time being in force

thereunder.

FIRST SCHEDULE



HOPE DOWNS LIMITED ACN 057 326 815 a company incorporated in the

State of Western Australia and having its registered office at Third Floor,

28-42 Ventnor Avenue, West Perth.



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SECOND SCHEDULE

The Agreement made between the State of Western Australia and Hope Downs

Limited and ratified by the Iron Ore (Hope Downs) Agreement Act 1992.

THIRD SCHEDULE

(Description of land:)

Locality:

Mineral Field:



Area, etc.:



Being the land delineated on Survey Diagram No.

Department of Mines, Perth.



and recorded in the



FOURTH SCHEDULE

All petroleum as defined in the Petroleum Act 1967 on or below the surface of

the land the subject of this lease is reserved to the Crown in right of the State of

Western Australia with the right of the Crown in right of the State of Western

Australia and any person lawfully claiming thereunder or otherwise authorised

to do so to have access to the land the subject of this lease for the purpose of

searching for and for the operations of obtaining petroleum (as so defined) in

any part of the land.

FIFTH SCHEDULE

(Date of commencement of the lease).

SIXTH SCHEDULE

(Any further conditions or stipulations).

IN witness whereof the Minister for Mines has affixed his seal and set his hand

hereto this

day of

19

IN WITNESS WHEREOF this Agreement has been executed by or on behalf of

the parties hereto the day and year first hereinbefore mentioned.



SIGNED by the said

THE HONOURABLE CARMEN

As at 15 Dec 2011



)

)



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MARY LAWRENCE in

the presence of:



)

)



MINISTER FOR STATE DEVELOPMENT



THE COMMON SEAL of

HOPE DOWNS LIMITED was

hereunto affixed by

authority of the Directors

in the presence of:



CARMEN LAWRENCE



IAN TAYLOR



)

)

)

)

)



G. RINEHART

___________________________________



Director



G. SCHWAB



___________________________________



Secretary



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Iron Ore (Hope Downs) Agreement Act 1992

Schedule 2

First Variation Agreement



Schedule 2 — First Variation Agreement

[s. 3]

[Heading inserted: No. 61 of 2010 s. 20.]

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]



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Schedule 2

First Variation Agreement



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



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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)



As at 15 Dec 2011



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

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(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:



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(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



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(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:



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(a)



as at 21 June 2010; and



(b)



after 21 June 2010, with the approval of the Minister,

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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)



As at 15 Dec 2011



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

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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)



page 66



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



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(e)

(2)



in the definition of "mining lease" by deleting "Clause 14"

and substituting "Clauses 12A, 14 or 15(3)";



by inserting after clause 2 the following new clause:

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



(3)



(4)



(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).";



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";



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:



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"(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.



(6)



(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.";



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)



page 68



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

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(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:



As at 15 Dec 2011



(i)



detrimentally affect economic and orderly

development in the said State, including

without limitation, infrastructure development

in the said State; or



(ii)



be contrary to or inconsistent with the planning

and development policies and objectives of the

State; or



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(iii)



detrimentally affect the rights and interests of

third parties; or



(iv)



detrimentally affect access to and use by others

of 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.



page 70



(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.

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(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



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the Company of the Minister's views of the matter at

that stage.



page 72



(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

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.



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(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)



As at 15 Dec 2011



that the Minister has no public interest

concerns with the single preferred

development; or



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(ii)



(g)



that he is not then in a position to advise

that he has no public interest concerns

with the single preferred development

and the Minister's reasons in that regard.



If the Minister gives the advice mentioned in

paragraph (f)(ii) the Company may, should it so

desire, give a further request to the Minister in

respect of a revised or alternate single preferred

development and the provisions of this subclause

shall apply mutatis mutandis thereto.";



(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):



(9)



(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";



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)



page 74



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:

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(d)



(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



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";

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

"Blending of iron ore

(9)



(a)



(b)



page 76



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.



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

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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:



As at 15 Dec 2011



(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

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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)



page 78



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

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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.



As at 15 Dec 2011



(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

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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)



page 80



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

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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)



(d)



As at 15 Dec 2011



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



by in paragraph (c) deleting the full stop and substituting ";

and" and inserting after paragraph (c) the following new

paragraph:



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"(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).



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(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;



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(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)



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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

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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)



(8)



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.



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

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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)



page 86



The Minister shall within 2 months after receipt of proposals

pursuant to subclause (4) give notice to the Company of his

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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)



As at 15 Dec 2011



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

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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)



page 88



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,



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(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:



(b)



As at 15 Dec 2011



(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;



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



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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:



(c)



(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;



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)



page 90



a Mining Act 1978 mining lease located

in, or proximate to, the Pilbara region of



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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)



As at 15 Dec 2011



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

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(g)



(2)



allow an electricity transmission line (not being

an electricity transmission line constructed or

held under an Integration Agreement) to be

connected to an electricity transmission line

constructed or held under this Agreement for

the supply of electricity permitted to be made

under an Integration Agreement.

(a)

A connection referred to in clause

(1)(d) or construction, expansion, modification

or other variation referred to in subclause (1)(e)

by the Company shall, to the extent not already

authorised under this Agreement as at the

variation date, be regarded as a significant

modification expansion or other variation of the

Company's activities carried on by it pursuant

to this Agreement and may only be made in

accordance with proposals submitted and

approved or determined under this Agreement

in accordance with clauses 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)



page 92



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



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near the town of Port Hedland within the

boundaries of the Port of Port Hedland;

or



As at 15 Dec 2011



(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



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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)



page 94



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.

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(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)



As at 15 Dec 2011



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,

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Iron Ore (Hope Downs) Agreement Act 1992

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without limitation, Clause 33 and of relevant laws

from time to time of the said State.

(7)



page 96



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

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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):



(d)



As at 15 Dec 2011



(i)



are no longer required by that other

Integration Proponent to carry on its

activities pursuant to its Integration

Agreement because of the cessation of

the Integration Proponent's mining

operations in respect of which such

Relevant Infrastructure was constructed

or held or because of any other reason

acceptable to the Minister; and



(ii)



are required by the Company to continue

to carry on its activities pursuant to this

Agreement; and



in respect of which that other Integration

Proponent has notified the Minister it consents

to the Company submitting proposals as

referred to in subclause (2).



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(2)



The Company may as an additional proposal pursuant

to Clause 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)



page 98



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.



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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)

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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

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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)



As at 15 Dec 2011



(a)



If the Company wishes, from time to time

during the continuance of this Agreement, to

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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)



page 102



(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



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(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)



As at 15 Dec 2011



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



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Iron Ore (Hope Downs) Agreement Act 1992

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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



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who holds a lease or licence in respect of any

part of the affected land under any other Act

applying in the said State and a person in whom

any part of the affected land is vested,

immediately before the provision of such

consents to the Minister as referred to in

subclause (4)(e)(ii) (including as applying

pursuant to subclause 5(d)).

Company to submit proposals for Railway

(4)



As at 15 Dec 2011



(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



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Iron Ore (Hope Downs) Agreement Act 1992

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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.



page 106



(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.



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(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:



(f)



(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).



The provisions of clause 10A shall apply

mutatis mutandis to detailed proposals

submitted under this subclause.



Additional Railway Proposals

(5)



As at 15 Dec 2011



(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

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Iron Ore (Hope Downs) Agreement Act 1992

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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).



page 108



(b)



If the notice relates to a Railway spur line, or

to the construction of Train Loading

Infrastructure

or

Train

Unloading

Infrastructure on land outside the then

Railway Corridor, the Minister shall within

one month of receipt of such notice advise the

Company whether or not he approves inprinciple the proposed construction of such

spur line, Train Loading Infrastructure or

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

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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)



As at 15 Dec 2011



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



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Iron Ore (Hope Downs) Agreement Act 1992

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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)



page 110



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

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(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.



As at 15 Dec 2011



(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

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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)



page 112



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)";



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(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

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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".



page 114



(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.



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(j)



The provisions of this subclause shall not

operate so as to require the State to cause a

Special Railway Licence or a Lateral Access

Road Licence to be granted or any land

included in the Special Railway Licence as

mentioned above until all processes necessary

under any laws relating to native title to enable

that grant or inclusion of land to proceed, have

been completed.



Construction and operation of Railway

(7)



As at 15 Dec 2011



(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



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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).



page 116



(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



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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.



As at 15 Dec 2011



(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

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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)



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(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



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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)



page 120



(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:



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(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)



As at 15 Dec 2011



(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.



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(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:



(d)



(i)



the progress of that construction and its

likely completion and commissioning;

and



(ii)



in respect of it, the likely Railway spur

line Operation Date.



The Company shall on the Railway spur line

Operation Date in respect of any Railway spur

line notify the Minister that the first carriage of

iron ore, freight goods or other products as the

case may be over such spur line (other than for

construction or commissioning purposes) has

occurred.";



(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

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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:



As at 15 Dec 2011



(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



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(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

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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

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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



page 126



1.



This licence is granted in accordance with proposals

submitted on [ ], and approved by the Minister (as

defined in the Agreement) on [ ], under the Agreement.



2.



The Company is permitted to, in accordance with

approved proposals, take stone, sand, clay and gravel

from the land the subject of this licence for the

construction, operation and maintenance of the Railway

(including any Railway spur line) constructed within or

approved for construction within the area of land the

subject of this licence.



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3.



Notwithstanding the Mining Act 1978, no royalty shall be

payable under the Mining Act 1978 in respect of stone,

sand, clay and gravel which the Company is permitted by

the Agreement to obtain from the land the subject of this

licence.



4.



[Any further endorsement which the Minister for Mines

may, consistent with the provisions of the Agreement,

determines and thereafter impose in respect of this

licence including during the term of the Agreement.]



Conditions

1.



2.



As at 15 Dec 2011



(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.



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.



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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

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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.]



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First Variation 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

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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.]



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Iron Ore (Hope Downs) Agreement Act 1992

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Conditions

[Such conditions which the Minister for Mines may, consistent

with the provisions of the Agreement, determines and thereafter

impose in respect of the licence, including during the term of the

Agreement.]

SCHEDULE

Description of land

Locality:

Mineral Field:

Area:

DATED at Perth this



day of



.



MINISTER FOR MINES".



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Iron Ore (Hope Downs) Agreement Act 1992

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First Variation Agreement



EXECUTED as a deed.

SIGNED by THE HONOURABLE

COLIN JAMES BARNETT

in the presence of:



)

)

)



[Signature]



)

)

)

)

)



[C.S.]



[Signature]

STEPHEN WOOD

THE COMMON SEAL of HOPE

DOWNS IRON ORE PTY. LTD.

ACN 071 514 308 was hereunto

affixed in accordance with its

constitution in the presence of:

[Signature]

Director



TADEUSZ J WATROBA



[Signature]

Secretary



JAY NEWBY



THE COMMON SEAL of

HAMERSLEY WA PTY. LTD.

ACN 115 004 138 was hereunto

affixed by authority of the Directors

in the presence of:



)

)

)

)

)



[C.S.]



[Signature]

Director



ALAN DAVIES



[Signature]

Secretary



HELEN FERNIHOUGH



[Schedule 2 inserted: No. 61 of 2010 s. 20.]



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Iron Ore (Hope Downs) Agreement Act 1992

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Schedule 3 — Second Variation Agreement

[s. 3]

[Heading inserted: No. 61 of 2011 s. 18.]

2011



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]



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Iron Ore (Hope Downs) Agreement Act 1992

Schedule 3

Second Variation Agreement



THIS AGREEMENT is made this 9th day of November 2011



BETWEEN



THE HONOURABLE COLIN JAMES BARNETT MLA., Premier of the

State of Western Australia, acting for and on behalf of the said State and

instrumentalities thereof from time to time (State)

AND

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.



Interpretation

Subject to the context, the words and expressions used in this

Agreement have the same meanings respectively as they have in and

for the purpose of the Principal Agreement.



2.



Ratification and Operation

(1)



The State shall introduce and sponsor a Bill in the State Parliament of

Western Australia prior to 31 December 2011 or such later date as



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may be agreed between the parties hereto to ratify this Agreement.

The State shall endeavour to secure the timely passage of such Bill as

an Act.

(2)



The provisions of this Agreement other than this clause and clause 1

will not come into operation until the day after the day on which the

Bill referred to in subclause (1) has been passed by the State

Parliament of Western Australia and commences to operate as an Act.



(3)



If by 30 June 2012 the said Bill has not commenced to operate as an

Act then, unless the parties hereto otherwise agree, this Agreement

will then cease and determine and no party hereto will have any claim

against any other party hereto with respect to any matter or thing

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

under this Agreement.



(4)



On the day after the day on which the said Bill commences to operate

as an Act all the provisions of this Agreement will operate and take

effect despite any enactment or other law.



3.



Variation of Principal Agreement

The Principal Agreement is varied as follows:

(1)



in clause 1 by inserting in the appropriate alphabetical positions the

following new definitions:

"Eligible Existing Tenure" means:

(a)



(i)



a miscellaneous licence or general purpose lease

granted to the Company under the Mining Act 1978;

or



(ii)



a lease or easement granted to the Company under the

LAA,



and not clearly, to the satisfaction of the Minister, granted

under or pursuant to or held pursuant to this Agreement; or

(b)



page 136



an application by the Company for the grant to it of a

tenement referred to in paragraph (a)(i) (which application

has not clearly, to the satisfaction of the Minister, been made

under or pursuant to this Agreement) and as the context

requires the tenement granted pursuant to such an application,



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where that tenure was granted or that application was made (as the

case may be) on or before 1 October 2011;

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

"Relevant Land", in relation to Eligible Existing Tenure or Special

Advance Tenure, means the land which is the subject of that Eligible

Existing Tenure or Special Advance Tenure, as the case may be;

"second variation date" means the date on which clause 3 of the

variation agreement made on or about 7 November 2011 between the

State and the Company comes into operation;

"Special Advance Tenure" means:

(a)



a miscellaneous licence or general purpose lease requested

under Clause 23(2c) to be granted to the Company under the

Mining Act 1978; or



(b)



an easement or a lease requested under Clause 23(2c) to be

granted to the Company under the LAA,



and as the context requires such tenure if granted;

(2)



in clause 2(e) by inserting after "for the time being in force

thereunder" the words "(and for the avoidance of doubt this principle,

subject to the context and without limitation to its application to other

Acts, may apply in respect of references to the Land Act

notwithstanding references in this Agreement to the LAA)";



(3)



by inserting after clause 10B the following new clauses:

"Community development plan

10C.



As at 15 Dec 2011



(1)



In this Clause, the term "community and social

benefits" includes:

(a)



assistance with skills development and

training opportunities to promote work

readiness and employment for persons

living in the Pilbara region of the said State;



(b)



regional development activities in the

Pilbara region of the said State, including

partnerships and sponsorships;



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page 138



(c)



contribution to any community projects,

town services or facilities; and



(d)



a regionally based workforce.



(2)



The Company acknowledges the need for community

and social benefits flowing from this Agreement.



(3)



The Company agrees that:

(a)



it shall prepare a plan which describes the

Company's

proposed

strategies

for

achieving community and social benefits in

connection with its activities under this

Agreement; and



(b)



the Company shall, not later than 3 months

after the second variation date, submit to

the Minister the plan prepared under

paragraph (a) and confer with the Minister

in respect of the plan.



(4)



The Minister shall within 2 months after receipt of a

plan submitted under subclause (3)(b), either notify

the Company that the Minister approves the plan as

submitted or notify the Company of changes which

the Minister requires be made to the plan. If the

Company is unwilling to accept the changes which

the Minister requires it shall notify the Minister to

that effect and either party may refer to arbitration

hereunder the question of the reasonableness of the

changes required by the Minister.



(5)



The effect of an award made on an arbitration

pursuant to subclause (4) shall be that the relevant

plan submitted by the Company pursuant to

subclause (3)(b) shall, with such changes required by

the Minister under subclause (4) as the arbitrator

determines to be reasonable (with or without

modification by the arbitrator), be deemed to be the

plan approved by the Minister under this Clause.



(6)



At least 3 months before the anticipated submission

of proposals relating to a proposed development

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pursuant to any of Clauses 10, 11, 15, 15C and 27 the

Company must, unless the Minister otherwise

requires, give to the Minister information about how

the proposed development may affect the plan

approved or deemed to be approved by the Minister

under this Clause. This obligation operates in relation

to all proposals submitted on or after the date that is

4 months after the date when a plan is first approved

or deemed to be approved under this Clause.

(7)



The Company shall at least annually report to the

Minister about the Company's implementation of the

plan approved or deemed to be approved by the

Minister under this Clause.



(8)



At the request of either of them made at any time and

from time to time, the Minister and the Company

shall confer as to any amendments desired to any plan

approved or deemed to be approved by the Minister

under this Clause and may agree to amendment of the

plan or adoption of a new plan. Any such amended

plan or new plan will be deemed to be the plan

approved by the Minister under this Clause in respect

of the development to which it relates.



(9)



During the currency of this Agreement, the Company

shall implement the plan approved or deemed to be

approved by the Minister under this Clause.



Local participation plan

10D.



As at 15 Dec 2011



(1)



In this Clause, the term "local industry participation

benefits" means:

(a)



the use and training of labour available

within the said State;



(b)



the use of the services of engineers,

surveyors, architects and other professional

consultants, experts, specialists, project

managers and contractors available within

the said State; and



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Iron Ore (Hope Downs) Agreement Act 1992

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(c)



page 140



the procurement of works, materials, plant,

equipment and supplies from Western

Australian suppliers, manufacturers and

contractors.



(2)



The Company acknowledges the need for local

industry participation benefits flowing from this

Agreement.



(3)



The Company agrees that it shall, not later than

3 months after the second variation date, prepare and

provide to the Minister a plan which contains:

(a)



a clear statement on the strategies which the

Company will use, and require a third party

as referred to in subclause (7) to use, to

maximise the uses and procurement

referred to in subclause (1);



(b)



detailed information on the procurement

practices the Company will adopt, and

require a third party as referred to in

subclause (7) to adopt, in calling for tenders

and letting contracts for works, materials,

plant, equipment and supplies stages in

relation to a proposed development and

how such practices will provide fair and

reasonable opportunity for suitably

qualified Western Australian suppliers,

manufacturers and contractors to tender or

quote for works, materials, plant,

equipment and supplies;



(c)



detailed information on the methods the

Company will use, and require a third party

as referred to in subclause (7) to use, to

have its respective procurement officers

promptly introduced to Western Australian

suppliers, manufacturers and contractors

seeking such introduction; and



(d)



details of the communication strategies the

Company will use, and require a third party



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as referred to in subclause (7) to use, to

alert Western Australian engineers,

surveyors, architects and other professional

consultants, experts, specialists, project

managers and consultants and Western

Australian suppliers, manufacturers and

contractors to services opportunities and

procurement opportunities respectively as

referred to in subclause (1).

It is acknowledged by the Company that the strategies

of the Company referred to in subclause (3)(a) will

include strategies of the Company in relation to

supply of services, labour, works, materials, plant,

equipment or supplies for the purposes of this

Agreement.

(4)



At the request of either of them made at any time and

from time to time, the Minister and the Company

shall confer as to any amendments desired to any plan

provided under this clause and may agree to the

amendment of the plan or the provision of a new plan

in substitution for the one previously provided.



(5)



At least 6 months before the anticipated submission

of proposals relating to a proposed development

pursuant to any of Clauses 10, 11, 15, 15C and 27, the

Company must, unless the Minister otherwise

requires, give to the Minister information about the

implementation of the plan provided under this

Clause in relation to the proposed development. This

obligation operates in relation to all proposals

submitted on or after the date that is 7 months after

the date when a plan is first provided under this

Clause.



(6)



During the currency of this Agreement the Company

shall implement the plan provided under this Clause.



(7)



The Company shall:

(a)



As at 15 Dec 2011



in every contract entered into with a third

party where the third party has an



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obligation or right to procure the supply of

services, labour, works, materials, plant,

equipment or supplies for or in connection

with a proposed development, ensure that

the contract contains appropriate provisions

requiring the third party to undertake

procurement activities in accordance with

the plan provided under this Clause; and

(b)



(4)



by deleting clause 13(1)(ii) and substituting the following paragraph:

"(ii)



(5)



on fine ore sold or shipped separately as such at the rate of:

(A)



5.625% of the f.o.b. value, for ore shipped prior to or

on 30 June 2012;



(B)



6.5% of the f.o.b. value, for ore shipped during the

period from 1 July 2012 to 30 June 2013 (inclusive of

both dates); and



(C)



7.5% of the f.o.b. value, for ore shipped on or after

1 July 2013;



in clause 15C by:

(a)



deleting in subclause (1) ""LAA"

Administration Act 1997 (WA)";



(b)



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

"(d)



means



the



Land



Without limiting subclause (9), the Minister may

waive the requirement under this Clause for the

Company to obtain and to furnish the consent of a

title holder if the title holder has refused to give the

required consent and the Minister is satisfied that:

(i)



page 142



use reasonable endeavours to ensure that

the third party complies with those

provisions.";



the title holder's affected land is or was

subject to a miscellaneous licence granted

under the Mining Act 1978 for the purpose

of a railway to be constructed and operated

in accordance with this Agreement; and



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Schedule 3

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(ii)



(A)



the rights of the Company in

relation to the affected land as the

holder of the miscellaneous

licence, relative to its rights as the

holder of the sought Special

Railway Licence or Lateral Access

Road Licence (as the case may be);

and



(B)



the terms of any agreement

between the Company and the title

holder.";



(c)



deleting in subclause (4)(a) the comma after "the provisions

of this Agreement" and substituting "and"; and



(d)



in subclause (7):

(i)



deleting all words in paragraph (c) after "at the date

of such inclusion"; and



(ii)



inserting after paragraph (k) the following new

paragraph:

"(l)



(6)



in the Minister's opinion, the title holder's

refusal to give the required consent is not

reasonable in all the circumstances

including having regard to:



The provisions of clause 24(2a) shall apply

mutatis mutandis to any Railway or

Railway spur line constructed pursuant to

this Clause.";



in clause 23 by:

(a)



inserting at the end of subclause (1) the following new

paragraph:

"Notwithstanding Clause 15A(2)(b)(iv), detailed proposals

may refer to activities on tenure which is proposed to be

granted pursuant to this subclause (1) as if that tenure was

granted pursuant to this Agreement (but this does not limit the

powers or discretions of the Minister under this Agreement or



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the Minister responsible for the administration of any relevant

Act with respect to the grant of the tenure).";

(b)



in subclause (2), inserting after "The provisions of this

subclause" the words "and subclauses (2b) and (2c)";



(c)



in subclause (2a), deleting "subclause (1)" and substituting

"subclauses (1), (2b) and (2c)"; and



(d)



inserting after subclause (2a) the following new subclauses:

"Application for Eligible Existing Tenure to be held

pursuant to this Agreement

(2b)



(a)



The Minister may at the request of the

Company from time to time made during

the continuance of this Agreement approve

Eligible Existing Tenure becoming held

pursuant to this Agreement

on such

conditions as the Minister sees fit

(including,

without

limitation

and

notwithstanding the Mining Act 1978 and

the LAA, as to the surrender of land, the

submission of detailed proposals and the

variation of the terms and conditions of the

Eligible Existing Tenure (including for the

Eligible Existing Tenure to be held

pursuant to this Agreement and for the

more efficient use of the Relevant Land))

and the Minister may from time to time

vary such conditions in order to extend any

specified time for the doing of any thing or

otherwise with the agreement of the

Company.



(b)



Eligible Existing Tenure the subject of an

approval by the Minister under this

subclause will be held by the Company

pursuant to this Agreement:

(i)



page 144



if the Minister's approval was not

given subject to conditions, on and



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from the date of the Minister's

notice of approval;



As at 15 Dec 2011



(ii)



unless paragraph (iii) applies, if the

Minister's approval was given

subject to conditions, on the date

on which all such conditions have

been satisfied; and



(iii)



if the Minister's approval was

given subject to a condition

requiring that the Company submit

detailed proposals in accordance

with this Agreement, on the later of

the date on which the Minister

approves proposals submitted in

discharge of that specified

condition and the date upon which

all other specified conditions have

been satisfied, but the Company is

authorised to implement any

approved proposal to the extent

such implementation is consistent

with the then terms and conditions

of the Eligible Existing Tenure

pending the satisfaction of any

conditions relating to the variation

of the terms or conditions of the

Eligible Existing Tenure. Where

this paragraph (iii) applies, prior to

any approval of proposals and

satisfaction of other conditions, the

relevant tenure will be treated for

(but only for) the purposes of

clause 15A(2)(b)(iv) as tenure held

pursuant to this Agreement.



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Application for Special Advance Tenure to be granted

pursuant to this Agreement

(2c)



The Minister may at the request of the Company from

time to time made during the continuance of this

Agreement approve Special Advance Tenure being

granted to the Company pursuant to this Agreement

if:

(a)



the Company proposes to submit detailed

proposals under this Agreement (other than

under Clause 15C) to construct works

installations or facilities on the Relevant

Land and the Company's request is so far as

is practicable made, unless the Minister

approves otherwise, no less than 6 months

before the submission of those detailed

proposals; and



(b)



the Minister is satisfied that it is necessary

and appropriate that Special Advance

Tenure, rather than tenure granted under or

pursuant to the other provisions of this

Agreement, be used for the purposes of the

proposed works installations or facilities on

the Relevant Land,



and if the Minister does so approve:



page 146



(c)



notwithstanding the Mining Act 1978 or the

LAA, the appropriate authority or

instrumentality of the State shall obtain the

consent of the Minister to the form and

substance of the Special Advance Tenure

prior to its grant (which for the avoidance

of doubt neither the State nor the Minister

is obliged to cause) to the Company; and



(d)



if the Company does not submit detailed

proposals relating to construction of the

relevant works installations or facilities on

the Relevant Land within 24 months after



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the date of the Minister's approval or such

later time subsequently allowed by the

Minister, or if submitted the Minister does

not approve such detailed proposals, the

Special Advance Tenure (if then granted)

shall be surrendered at the request of the

Minister.

(2d)



(7)



The decisions of the Minister under subclauses (2b)

and (2c) shall not be referable to arbitration and any

approval of the Minister under this Clause shall not in

any way limit, prejudice or otherwise affect the

exercise by the Minister of the Minister's powers, or

the performance of the Minister's obligations, under

this Agreement or otherwise under the laws from time

to time of the said State."; and



in clause 24 by:

(a)



deleting in subclause (2) all words after "other railways which

now exist"; and



(b)



inserting after subclause (2) the following new subclause:

"Crossings over Railway

(2a)



As at 15 Dec 2011



For the purposes of livestock and infrastructure such

as roads, railways, conveyors, pipelines, transmission

lines and other utilities proposed to cross the land the

subject of the said railway the Company shall:

(i)



if applicable, give its consent to, or

otherwise facilitate the grant by the State or

any agency, instrumentality or other

authority of the State of any lease, licence

or other title over land the subject of the

said railway so long as such grant does not

in the Minister’s opinion unduly prejudice

or interfere with the activities of the

Company under this Agreement; and



(ii)



on reasonable terms and conditions allow

access for the construction and operation of



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such

crossings

infrastructure,



and



associated



provided that in forming his opinion under this

clause, the Minister must consult with the

Company.".

EXECUTED as a deed.



SIGNED by the HONOURABLE

COLIN JAMES BARNETT

in the presence of:



[Signature]



)

)

)



[Signature]



Signature of witness



Stephen Bombardieri

Name of witness



THE COMMON SEAL of HOPE

DOWNS IRON ORE PTY. LTD.

ACN 071 514 308 was hereunto affixed

in accordance with its constitution

in the presence of:



[Signature]



)

)

)

)

)



[C.S.]



Tadeusz J Watroba



Director



[Signature]



Jay Newby



Secretary



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Iron Ore (Hope Downs) Agreement Act 1992

Schedule 3

Second Variation Agreement



THE COMMON SEAL of

HAMERSLEY WA PTY. LTD.

ACN 115 004 138 was hereunto affixed

by authority of the Directors in the presence of:



[Signature]



)

)

)

)



[C.S.]



Robert Paul Shannon



Director



[Signature]



Helen Fernihough



Secretary

[Schedule 3 inserted: No. 61 of 2011 s. 18.]



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Iron Ore (Hope Downs) Agreement Act 1992



Notes

1



This is a compilation of the Iron Ore (Hope Downs) Agreement Act 1992 and

includes the amendments made by the other written laws referred to in the

following table. The table also contains information about any reprint.



Compilation table

Short title



Number

and year



Assent



Commencement



Iron Ore (Hope Downs)

Agreement Act 1992



62 of 1992



11 Dec 1992 11 Dec 1992 (see s. 2)



Reprint 1: The Iron Ore (Hope Downs) Agreement Act 1992 as at 23 Jan 2004

Standardisation of

Formatting Act 2010 s. 4



19 of 2010



28 Jun 2010



Iron Ore Agreements

Legislation Amendment

Act (No. 2) 2010 Pt. 5



61 of 2010



10 Dec 2010 11 Dec 2010 (see s. 2(c))



Iron Ore Agreements

Legislation Amendment

Act 2011 Pt. 5



61 of 2011



14 Dec 2011 15 Dec 2011 (see s. 2(b))



page 150



11 Sep 2010 (see s. 2(b) and

Gazette 10 Sep 2010 p. 4341)



Version 01-e0-05

Published on www.legislation.wa.gov.au



As at 15 Dec 2011



Iron Ore (Hope Downs) Agreement Act 1992



Defined terms



Defined terms

[This is a list of terms defined and the provisions where they are defined.

The list is not part of the law.]



Defined term

Provision(s)

Agreement............................................................................................................. 3

the First Variation Agreement .............................................................................. 3

the Second Variation Agreement .......................................................................... 3



As at 15 Dec 2011



Version 01-e0-05

Published on www.legislation.wa.gov.au



page 151