Iron Ore (FMG Chichester Pty Ltd) Agreement Act 2006 (WA)

Western Australia Iron Ore (FMG Chichester Pty Ltd) Agreement Act 2006 Western Australia Iron Ore (FMG Chichester Pty Ltd) Agreement Act 2006 Contents 1. Short title 2 2. Commencement 2 3. Terms used in this Act 2 4. Ratification and authorisation 2 5. State empowered under clause 22 2 6. Effect on other laws 2 Schedule 1 — Iron Ore (FMG Chichester Pty Ltd) Agreement Notes Compilation table 67 Defined terms Western Australia Iron Ore (FMG Chichester Pty Ltd) Agreement Act 2006 An Act to ratify, and authorise the implementation of, an agreement between the State and FMG Chichester Pty Ltd and Fortescue Metals Group Ltd relating to the development of a project for the mining of iron ore in the Pilbara region of the State. The Parliament of Western Australia enacts as follows: 1. Short title This is the Iron Ore (FMG Chichester Pty Ltd) Agreement Act 2006. 2. Commencement This Act comes into operation on the day on which it receives the Royal Assent. 3. Terms used in this Act In this Act — scheduled agreement means the agreement of which a copy is set out in Schedule 1; the Agreement means the scheduled agreement or, if it is varied in accordance with its terms, that agreement as varied from time to time. 4. Ratification and authorisation (1) The scheduled agreement is ratified. (2) The implementation of the Agreement is authorised. 5. State empowered under clause 22 The State has power in accordance with clause 22 of the Agreement. 6. Effect on other laws (1) The Agreement operates and takes effect despite any enactment or other law. (2) If a provision of the scheduled agreement expressly or by implication purports to modify or exclude the application or operation of an enactment for a purpose or in relation to a person or thing, the application or operation of the enactment is modified or excluded for that purpose, or in relation to that person or thing, to the extent or for the period mentioned in the provision or necessary for the provision to have effect. (3) To avoid doubt, it is declared that the provisions of the Public Works Act 1902 section 96 do not apply to any railway constructed pursuant to the Agreement. (4) This section does not limit or otherwise affect the application of the Government Agreements Act 1979. Schedule 1 — Iron Ore (FMG Chichester Pty Ltd) Agreement [s. 3] 2005 THE STATE OF WESTERN AUSTRALIA and FMG CHICHESTER PTY LTD ACN 109 264 262 and FORTESCUE METALS GROUP LTD ACN 002 594 872 IRON ORE (FMG CHICHESTER PTY LTD) AGREEMENT [Solicitor's details] THIS AGREEMENT is made this 1st day of December 2005 BETWEEN THE HONOURABLE GEOFFREY IAN GALLOP, B.Ec., MA., MPhil., DPhil., M.L.A., Premier of the State of Western Australia, acting for and on behalf of the said State and its instrumentalities from time to time (hereinafter called "the State") of the first part, FMG CHICHESTER PTY LTD ACN 109 264 262 of Ground Floor, 46‑50 Kings Park Road, West Perth, Western Australia (hereinafter called "the Company" in which term shall be included its successors and permitted assigns) of the second part, and FORTESCUE METALS GROUP LTD ACN 002 594 872 of Level 1, 46‑50 Kings Park Road, West Perth, Western Australia (hereinafter called "the Guarantor") of the third part. WHEREAS: A. The Company wishes to develop within the Defined Area in the vicinity of the Chichester Ranges in the Pilbara region of Western Australia a project for the mining of iron ore for sale either within Australia or by export to overseas purchasers. B. At the date of this Agreement the Company holds, in respect of the Defined Area, the exploration licences referred to in part A of schedule 1 and has applied under the Mining Act to have granted to it the exploration licences referred to in part B of schedule 1. The Company has also applied under the Mining Act to have granted to it the mining leases, as referred to in schedule 2, in respect of part of the land the subject of those exploration licences held by it. C. The Guarantor and The Pilbara Infrastructure Pty Ltd ACN 103 096 340 are proceeding with detailed feasibility studies for the construction and operation of a multi‑user railway from in the vicinity of the Chichester Ranges to multi‑user port facilities within the Port of Port Hedland or to a location near the boundary of that port for delivery to such port facilities by multi‑user conveyor, and of such multi‑user port facilities, for the shipping and export of iron ore products, freight goods and other products. The State has agreed to assist the development of those multi‑user facilities upon and subject to the terms of the Railway and Port Agreement. D. The Guarantor and the Company intend the railway and port facilities, upon being constructed, to be used for the transportation, shipping and export of iron ore produced as part of the Company's proposed project. E. The State, for the purposes of promoting the development of the iron ore industry and the creation of employment opportunity generally in Western Australia, has agreed to assist the Company in the establishment of its proposed project and has agreed to provide a framework for managing future changes to the project, upon and subject to the terms of this Agreement. F. This Agreement is the Mining Agreement as defined in clause 1 of the Railway and Port Agreement. NOW THIS AGREEMENT WITNESSES: Definitions 1. In this Agreement subject to the context: "Access Act" means the Railways (Access) Act 1998; "Access Code" means the Railways (Access) Code 2000; "Access Minister" means the Minister in the Government of the State for the time being responsible for the administration of the Access Act; "accommodation area" means an area or areas on, or subject to clause 6 in the vicinity of, the Mining Leases for accommodation and ancillary facilities for the mine workforce; "advise", "apply", "approve", "approval", "consent", "certify", "direct", "notify", "request", or "require", means advise, apply, approve, approval, consent, certify, direct, notify, request or require in writing as the case may be and any inflexion or derivation of any of those words has a corresponding meaning; "Agreement Mining Tenements" means: (a) the exploration licences listed in part A of schedule 1; (b) any exploration licences granted to the Company pursuant to the applications for exploration licences listed in part B of schedule 1; (c) any mining leases granted to the Company pursuant to its applications for mining leases referred to in schedule 2; (d) any other mining leases or general purpose leases granted to the Company wholly by way of conversion of all or part of an exploration or exploration licences which at the time of conversion is an Agreement Mining Tenement or are Agreement Mining Tenements; (e) any other mining tenements granted to the Company in accordance with approved proposals; and (f) any other mining tenements approved by the Minister as Agreement Mining Tenements pursuant to clause 12(10), and includes any renewals or extensions thereof as the case may be; "approved proposal" means a proposal approved or deemed to be approved under this Agreement; "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 or such other plant as is approved by the Minister after consultation with the Minister for Mines and "beneficiation" and "beneficiate" have corresponding meanings; "commencement date" means the date on which the Bill referred to in clause 3 comes into operation as an Act; "Commonwealth" means the Commonwealth of Australia and includes the Government for the time being thereof; "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 and includes the persons (and the dependants of those persons) involved in the construction phases of the Project; "Defined Area" means the area of land shown hatched on the plan annexed to this Agreement and marked with the letter "A"; "Department" means the instrumentality of the State from time to time assisting the Minister for Mines in the administration of the Mining Act; "EP Act" means the Environmental Protection Act 1986; "Government agreement" has the meaning given to it in the Government Agreements Act 1979; "iron ore" includes beneficiated ore; "iron ore products" includes iron ore of all grades and all products from the processing of iron ore; "LAA" means the Land Administration Act 1997; "laws relating to native title" means laws applicable from time to time in Western Australia in respect of native title and includes the Native Title Act 1993 (Commonwealth); "local government" means a local government established under the Local Government Act 1995; "metallised agglomerates" means the product of a pyrometallurgical iron ore reduction process which has a composition of not less than 85% total iron excluding carbon; "mine workforce" means such of the Company's workforce (excluding dependants) engaged for the Company's activities on the area of the Mining Leases, the accommodation area, and other areas provided for the facilities of the Company in the vicinity of the Mining Leases but does not include persons visiting any of those areas in connection with the Company's activities on a short term basis only or employed for a specific task of limited duration; "Mining Act" means the Mining Act 1978; "Mining Amendment Act" means the Mining Amendment Act 2004; "Mining Leases" means mining leases granted to the Company wholly by way of conversion of all or part of an exploration licence or exploration licences which at the time of conversion is an Agreement Mining Tenement or are Agreement Mining Tenements and mining leases approved by the Minister as Agreement Mining Tenements pursuant to clause 12(10) and includes any renewal thereof and according to the requirements of the context shall describe the area of land demised as well as the instruments by which such land is demised; "mining tenement" has the meaning given to it in section 8 of the Mining Act; "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; "native title" and "native title rights and interests" have the meaning given in the Native Title Act 1993 (Commonwealth); "notice" means notice in writing; "private roads" means the roads referred to in clause 15(1) and any other roads constructed by the Company in accordance with an approved proposal or agreed by the State and the Company to be a private road for the purposes of this Agreement; "Project" means the establishment and operation under this Agreement and in accordance with approved proposals of a project for the production of iron ore from the Mining Leases for transportation from the Mining Leases; "public road" means a road as defined by the Road Traffic Act 1974; "Rail Safety Act" means the Rail Safety Act 1998; "Railway" has the meaning given to it in clause 1 of the Railway and Port Agreement; "Railway and Port Agreement" means the agreement ratified by the Railway and Port (The Pilbara Infrastructure Pty Ltd) Agreement Act 2004; "said State" means the State of Western Australia; "The JORC Code" means the Australasian Code for Reporting of Mineral Resources and Ore Reserves prepared by the Joint Ore Reserves Committee of The Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia in December 2004 or any future superseding code issued by the same or any future equivalent organisation or organisations; "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; and "washing" means a process of separation by water using only size as a criterion. Interpretation 2. (1) In this Agreement: (a) monetary references are references to Australian currency unless otherwise specifically expressed; (b) power given under any clause other than clause 29 to extend any period or date shall be without prejudice to the power of the Minister under clause 29; (c) clause headings do not affect 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; (e) one gender includes the other genders; (f) a covenant or agreement by more than one person binds, and is enforceable against, those persons jointly and each of them severally; (g) 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; (h) reference to the Access Code includes the amendments to that code for the time being in force and also any code established or made in substitution therefor or in lieu thereof; (i) reference in this Agreement to any other document includes that document as from time to time added to, varied or amended and notwithstanding any change in the identity of the parties to it; (j) reference to a clause, schedule or annexure is a reference to a clause, schedule or annexure to this Agreement, and a reference to a subclause or paragraph is a reference to the subclause of the clause or paragraph of the clause or subclause as the case may be in, or in relation to, which the reference is made; (k) "including" means "including, but not limited to"; and (l) reference to a "person" includes a body corporate. (2) Nothing in this Agreement, including the approval of proposals, shall be construed 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. (3) Nothing in this Agreement, including the approval of proposals, shall be construed to exempt the Company from compliance with any requirement in connection with the protection of the environment, including the clearing of native vegetation (as defined in section 3 of the EP Act), arising out of or incidental to its activities under this Agreement that may be made by or under the EP Act. Ratification and operation 3. (1) The State shall 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 30 June 2006 or such later date as may be agreed between the parties hereto. (2) (a) This clause and clauses 1, 2, 4 and 6 (2) shall come into operation on the date of this Agreement. (b) Clause 12(3) shall not come into operation until both the Bill referred to in subclause (1) has been passed by the Parliament of Western Australia and comes into operation as an Act and Parts 6 and 10 of the Mining Amendment Act come into operation. (c) The other provisions of this Agreement shall not come into operation until the Bill referred to in subclause (1) has been passed by the Parliament of Western Australia and comes into operation as an Act. (3) If by 31 December 2006 the said Bill has not commenced to operate as an Act then unless the parties hereto otherwise agree this Agreement shall then cease and determine and no party hereto shall have any claim against any other party hereto with respect to any matter or thing arising out of, done, performed, or omitted to be done or performed under this Agreement. (4) Subject to subclauses 2(b) and (5), on the said Bill commencing to operate as an Act all the provisions of this Agreement shall operate and take effect despite any enactment or other law. (5) On the later of: (a) the date on which the said Bill commences to operate as an Act; and (b) the date on which Parts 6 and 10 of the Mining Amendment Act come into operation, the provisions of clause 12(3) shall operate and take effect despite any enactment or other law. Initial obligations of the Company 4. (1) The Company shall continue its field and office engineering, environmental, heritage, market and finance studies and other matters necessary for the purposes of this clause and to enable it to finalise and to submit to the Minister the detailed proposals referred to in clause 8. This shall include progressively exploring and carrying out geological investigations to delineate both the Indicated Mineral Resource and the Measured Mineral Resource (each as defined in The JORC Code) of iron ore within those parts of the exploration licences referred to in part A of schedule 1 which are the subject of the applications for mining leases set out in schedule 2. (2) The Company shall keep the State fully informed in writing at quarterly intervals from the date of this Agreement as to the progress and results of its operations under subclause (1) and shall supply to the Minister such information in relation thereto as the Minister may request from time to time. (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 the Company to undertake. (4) Notwithstanding the dedication of Agreement Mining Tenements to the Project as referred to in clause 6(2), as part of undertaking its obligations under subclause (1) the Company may mine iron ore on not more than 2 Mining Leases for the purposes of taking bulk samples and for testing mining equipment intended to be used in the Project provided that: (a) such mining and associated mining operations shall be subject to the Mining Act, the EP Act and the other laws of the State; and (b) the amount of earth, soil, rock, stone, fluid or mineral bearing substances that is excavated, extracted or removed from: (i) those Mining Leases; and (ii) exploration licences which are Agreement Mining Tenements and in respect of which the Minister for Mines has, pursuant to section 66(c) of the Mining Act, approved a limit greater than the prescribed limit as referred to in that section, as part of that bulk sampling and testing does not exceed 1,000,000 tonnes in aggregate. Aboriginal Heritage Act 1972 5. For the purposes of this Agreement the Aboriginal Heritage Act 1972 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 made on 1 December 2005 between The Honourable Geoffrey Ian Gallop, Premier of the State of Western Australia acting for and on behalf of the said State and its instrumentalities from time to time, FMG Chichester Pty Ltd ACN 109 264 262 and Fortescue Metals Group Ltd ACN 002 594 872, in relation to the use or proposed use pursuant to that agreement of land within the Defined Area (as defined in that agreement) after and in accordance with approved proposals under 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 sentence at the end of section 18(3): "In relation to a notice from the Company pursuant to subsection (2) the conditions that the Minister may specify can as appropriate include, among other conditions, a condition restricting the Company's use of the relevant land to after the approval or deemed approval as the case may be under the abovementioned agreement of all of the Company's submitted proposals thereunder for the Project (as defined in 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 clause 5 nor the granting of any consents under section 18 of the Aboriginal Heritage Act 1972 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. Land to be the subject of this Agreement 6. (1) The land to be granted pursuant to this Agreement, whether under the LAA, the Mining Act or otherwise, will be drawn from within: (a) the Defined Area; and (b) such other area of land in the vicinity of the Defined Area as the Minister, before the Company submits proposals in respect thereof, approves as land the Company may as part of the particular proposals and in accordance with but subject to this Agreement request the grant to it of leases, licences or other tenures over as referred to in clause 18 to support the undertaking of the Project. (2) Subject to clause 4(4), the Company dedicates to the Project: (a) all Agreement Mining Tenements held by it at the date of this Agreement; and (b) all future Agreement Mining Tenements, and agrees that while this Agreement continues they shall remain so dedicated for their respective terms including as renewed or extended from time to time. Community development plan 7. (1) In this clause, the term "community and social benefits" includes: (a) training and guaranteed employment for indigenous and non‑indigenous persons living in the Pilbara region of the said State; (b) regional development and local procurement of goods and services; (c) contribution to community services and 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, prior to the time at which it submits any proposals pursuant to clause 8 and, if required by the Minister, prior to the time at which it submits any additional proposals pursuant to clauses 10 or 11, it shall: (a) consult with the relevant local government or local governments with respect to the need for community and social benefits in relation to the developments proposed; (b) following such consultation, prepare a plan which describes the Company's proposed strategies for achieving community and social benefits in connection with the developments proposed, and such plan shall include a process for regular consultation by the Company with the relevant local government or local governments in respect of the strategies; and (c) submit to the Minister the plan prepared pursuant to subclause (3)(b) and confer with the Minister in respect of the plan. (4) The Minister shall within one month after receipt of a plan submitted under subclause (3)(c), either notify the Company that the Minister approves the plan as submitted or notify the Company of any changes that 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 plan submitted by the Company pursuant to subclause (3)(c) 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) During the continuance of this Agreement, the Company shall implement the plan approved or deemed to be approved by the Minister under this clause. (7) The Company shall report to the Minister about the results of its periodic ongoing consultation with the relevant local government or local governments in accordance with the plan approved or deemed to be approved by the Minister under this clause and as soon as practicable after each such consultation takes place. (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. Company to submit proposals 8. (1) The Company shall, subject to the EP Act, the provisions of this Agreement and approval of a plan as referred to in clause 7, submit to the Minister by 31 December 2006 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 Mining Leases then held by the Company and, if the Company so wishes, also from any mining leases which the Company has then applied for under the Mining Act and which if granted would be Agreement Mining Tenements (such Mining Leases and proposed mining leases in this subclause together being called "the relevant mining leases") in an amount not less than, in aggregate, 10,000,000 tonnes per annum and not greater than the production limit specified in clause 11(1) or such higher number of tonnes per annum as may be approved in principle by the Minister pursuant to clause 11(2), for transportation from the relevant mining leases and which proposals shall include the location, area, lay‑out, design, quantities, 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: (a) the mining and recovery of iron ore including mining, crushing, screening, handling, transport and storage of iron ore and plant facilities; (b) any beneficiation or further processing of iron ore proposed to be carried out; (c) transportation of iron ore from the relevant mining leases by road or by rail spur line or conveyor connecting to the Railway or to any other railway of a third party at a location within the Defined Area; (d) roads within the relevant mining leases and roads serving the relevant mining leases; (e) temporary accommodation and ancillary facilities for the mine workforce on, or subject to clause 6 in the vicinity of, the relevant mining leases and housing or other appropriate accommodation and facilities elsewhere for the Company's workforce; (f) water supply and disposal; (g) energy supplies; (h) a mine aerodrome on, or subject to clause 6 in the vicinity of, the relevant mining leases; (i) any other works, services or facilities desired by the Company; (j) residue disposal; (k) subject to clause 6, any ancillary leases (not being general purpose leases for land within the Defined Area or mining leases), licences (not being exploration licences or retention licences) or other tenures of land in favour of the Company required from the State to support the undertaking of the Project; and (l) 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. (2) Proposals submitted pursuant to subclause (1) must not: (a) include a request for the grant of a lease, licence or other tenure of land which the Company has already applied for under the Mining Act, the LAA or otherwise; (b) in relation to all Agreement Mining Tenements the subject of the proposals, be inconsistent with the conditions endorsed by the Minister for Mines on the grants of those mining tenements; and (c) if they relate to a mining lease or mining leases which the Company has applied for under the Mining Act and which if granted would be an Agreement Mining Tenement or Agreement Mining Tenements as the case may be, be inconsistent with the documentation that accompanied that application or those applications under the Mining Act. (3) Each of the proposals submitted pursuant to subclause (1) 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 paragraphs (a) to (l) of subclause (1). Until all of its proposals under this clause 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 clause in respect of the subject matter of the withdrawn proposal. (4) Each of the proposals submitted pursuant to subclause (1) may with the consent of the Minister and the consents 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. (5) 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 clause), 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 or carried out outside Australia, together with its reasons therefor and shall, if required by the Minister consult with the Minister with respect thereto. (6) At the time when the Company submits the last of the said proposals pursuant to this clause, it shall furnish to the Minister's reasonable satisfaction evidence of: (a) marketing arrangements demonstrating the Company's ability to sell iron ore produced in accordance with the said proposals; (b) the financial capacity of the Company to undertake the operations to which the said proposals refer; (c) all accreditations under the Rail Safety Act which are required to be held by the Company or any other person for the construction of any rail spur proposed as referred to in subclause (1)(c); and (d) the readiness of the Company to embark upon and proceed to carry out the operations referred to in the said proposals. Consideration of proposals 9. (1) In respect of each proposal pursuant to clause 8(1) 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 clause 8(1) not covered by the said proposal or until such time as clause 8(6) has been complied with by the Company; or (c) require as a condition precedent to the giving of his approval to the said proposal that the Company make such alteration thereto (including where the proposal relates to an Agreement Mining Tenement or Agreement Mining Tenements granted after the submission of the proposal, to accord with the conditions endorsed by the Minister for Mines on the grant of that mining tenement or grants of those mining tenements) 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 have